apcotex industries limited annual report 2018-19...partner in reputed firm of khimji kunverji &...

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Date: 1Oth May 2019

Dear Sir,

Sub: Annual Report for the financial year 2018-19.

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, please find enclosed copy of the Annual Report for the financial year2018-19.

Request you to take the above on records and acknowledge the receipt.

Thanking you,

Yours truly,

For Apcotex Industries Limited

apcotex industries limitedTALoJAPLANT:P|otNo.3/1,M|Dc|ndustria|Area,Ta|oja41o,ou,o,,.,CORPORATE OFFICE : NKM International House, 178, Backbay Recl., B. M. Chinai Marg, Mumbai4oo 020, Maharashtra, India. Tet:+g't-22-228389o2t04.

CIN NO. 199999MH1986P1C039199 Website:www.apcotex.com

To,The Manager - Listing Department,The National Stock Exchange of India LtdExchange Plaza, Sth floor,Plot no. Cl1."G" Block.Bandra-Kurla Complex,Mumbai-400051

Symbol: APCOTEXIND

To,Manager - Department of Corporate ServicesBSE LimitedJeejeebhoy Towers,Dalal Street, Fort,Mumbai - 400 001

Security Code. 523694

nand V Kumashi

apcotex industries limited

ANNUAL REPORT

2018-19

BOARD OF DIRECTORS Atul C. Choksey Chairman

Manubhai G. Patel Director(upto 18th June 2018)

Girish C. Choksey Director(upto 28th March 2019)

Dr. S. Sivaram Director

Shailesh S. Vaidya Director

Kamlesh Vikamsey Director

Amit C. Choksey Director

Priyamvada Bhumkar Director

Udayan Choksi Director(w.e.f 27th July 2018)

Abhiraj A. Choksey Managing Director

Y B Gadgil Executive Director

COMPANY SECRETARYAnand V. Kumashi

AUDITORS G D G & Associates LLP

BANKERSState Bank of India

Citi Bank

HDFC Bank

REGISTERED OFFICE 49/52 Mahaveer Centre, Plot no. 77, Sector 17,Vashi, Navi Mumbai – 400 703.CIN: L99999MH1986PLC039199Telephone: (022) 27770800E-mail – [email protected]: www.apcotex.com

PLANT 1Plot No.3/1, M I D C Industrial Area, P.O. Taloja, Dist. Raigad 410 208, Maharashtra. Telephone: (022) 2740 3500 Fax: (022) 2741 2052

PLANT 2Village - Dungri, Tal- Valia, Ankleshwar- 393135. Dist- Bharuch, Gujarat.

CORPORATE OFFICEN. K. Mehta International House, 178, Backbay Reclamation, Babubhai M. Chinai Marg, Mumbai- 400 020 Telephone: (022) 2283 8302 / 04Fax: (022) 2283 8291

CORPORATE INFORMATION

AUDIT COMMITTEE

Kamlesh Vikamsey Chairman

Girish C. Choksey Member(upto 28th March 2019)

Manubhai G. Patel Member(upto 18th June 2018)

Priyamvada Bhumkar Member

Udayan Choksi Member(w.e.f. 27th July 2018)

NOMINATION & REMUNERATION COMMITTEEManubhai G. Patel Member(upto 18th June 2018)

Dr. S. Sivaram Chairman

Atul C. Choksey Member

Kamlesh Vikamsey Member

Priyamvada Bhumkar Member(w.e.f. 27th July 2018)

STAKEHOLDERS RELATIONSHIP COMMITTEEShailesh Vaidya Chairman(w.e.f. 27th July 2018)

Manubhai G. Patel Chairman(upto 18th June 2018)

Girish C. Choksey Member(upto 28th March 2019)

Udayan Choksey Member(w.e.f. 27th July 2018)

Abhiraj Choksey Member(w.e.f 28th March 2019)

CORPORATE SOCIAL RESPONSIBILITY COMMITTEEAtul C. Choksey Chairman

Shailesh Vaidya Member

Abhiraj A. Choksey Member

REGISTRARS AND SHARE TRANSFER AGENTSLINK INTIME INDIA PVT LTD.C-101, 247 Park, L.B.S. Marg, Vikhroli (W), Mumbai- 400 083Tel. No.- 022 49186000, 49186270Fax – 022 49186060Email: [email protected]: www.linkintime.co.in

03 03

ANNUAL REPORT | 2018-19

CORPORATE OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

Company at a glance 02

Financial Highlights 03

Board of Directors 04

Our Global Presence 06

Manufacturing Facilities 08

R&D and Quality Control 09

Product Mix 10

Management Discussion and Analysis 12

Directors’ Report 17

Corporate Governance 33

Independent Auditor’s Report 49

Financial Statements 56

Notice of Annual General Meeting 103

02

03

01

TABLE OF

CONTENTS

02

COMPANY AT A GLANCEEVOLUTION

Apcotex is one of the leading producers of Synthetic Rubber (NBR & HSR) and Synthetic Latex (Nitrile, VP latex, XSB & Acrylic latex) in India. The company has one of the broadest range of Emulsion Polymers available in the market today. The various grades of Synthetic Rubber find application in products such as Automotive Components, Hoses, Gaskets, Rice De-husking Rollers, Printing and Industrial Rollers, Friction Materials, Belting and Footwear. Apcotex’s range of Latexes are used for Paper / Paper Board Coating, Carpet Backing, Tyre Cord Dipping, Construction etc.

The company believes in implementing best practices across all departments and adhering to high quality, safety and environmental standards. Its state-of-the-art manufacturing plants are strategically located on the western coast of India. Over the past several years, Apcotex have developed a strong Research & Development base, which has enabled to develop, manufacture and export products and compete effectively against global players. Through its technical service team and well-equipped application laboratory, the company believes in providing value added services to enable customers to constantly improve the quality of their final product. Apcotex has significant global presence and for last few years has done business in all continents and several countries.

Apcotex has been awarded the prestigious “TPM Excellence Award, Category A” and “TPM Consistency Award” by the Japan Institute of Plant Maintenance (JIPM), Japan.

Apcotex, an ISO 9001:2015 certified company, is also certified for ISO 14001:2015 (Environmental Management Systems) and OHSAS 18001:2007 (Occupational Health and Safety Management Systems). Apcotex is a Responsible Care certified company. Apcotex Industries Ltd. is headed by Mr. Atul Choksey, former Managing Director of Asian Paints.

1980Started as a division of Asian Paints. Pioneered

the manufacturing of Vinyl Pyridine latex and

Carboxylated Styrene-Butadiene latex in India.

1991Constituted as a Public Limited Company listed

on stock exchanges as Apcotex Lattices Limited.

1998Started High Styrene Rubber production with

10,000 MT p.a. (dry) capacity.

2005Name changed to Apcotex Industries Limited.

2009Entered Acrylic Emulsion business to exploit

synergies with other products and markets.

2013Installed capacity of saleable latex increased at

Taloja from 40,000 MT p.a. to 55,000 MT p.a. (wet).

2016Completed acquisition of Omnova Solutions

Indian business of Nitrile Rubber of 16,000 MT p.a.

(dry) and High Styrene Rubber to create synergy.

03

FINANCIAL HIGHLIGHTS

*Consolidated ^ As per IndAS and the figures are excluding the recent merger of Saldhar Investment and Trading Company Pvt. Ltd.

** As per IndAS and the figures are including the recent merger of Saldhar Investment and Trading Company Pvt. Ltd.

04

MR. ATUL CHOKSEYChairman

He is a Chemical Engineer from Illinois Institute of Technology, Chicago, USA and has more than three decades of experience in managing the affairs of the Company. He is on the board of reputed companies like Ceat.

MR. GIRISH C. CHOKSEYDirector

He has over four decades experience in managing the industries dealing with various types of minerals and chemicals.

DR. S. SIVARAMIndependent Director

He is a M.Sc. From Indian Institute of Technology and has done his PHD from Purdue University, W. Lafayete, USA and Research.

He was the Head of National Chemical Laboratory from 2002-2010.

MR. SHAILESH S. VAIDYAIndependent Director

He is a law graduate from Government Law College and became Solicitor in the year 1983 and has been practicing as Advocate and Solicitor.

He is one of the senior partner at Kanga & Co.

MR. KAMLESH S. VIKAMSEYIndependent Director

He is a Chartered Accountant and a Senior Partner in reputed firm of Khimji Kunverji & Co. He was member of the Central Council of ICAI from 1998 to 2007 and held the post of president in 2005.

MR. AMIT C. CHOKSEYDirector

He is a Bachelor in Commerce and has over 30 years of experience in managing industries manufacturing various types of construction chemicals, specialty water proofing compounds and inorganic pigments.

He is the Chairman of Mazda Colours Pvt. Ltd.

MS. PRIYAMVADA BHUMKARIndependent Director

She is a graduate in Chemistry and MBA in Finance from Mumbai University having 25 years of rich experience in the field of colour dispersions. She is Managing Director of Soujanya Color Pvt. Ltd., the well-known

Indian colorant manufacturing company.

MR. UDAYAN DILIP CHOKSIIndependent Director

He is graduate in Economics from Warwick University and Chartered Accountant and LLB from Mumbai University. He is the Managing Partner of VoxLaw and leads the indirect taxation of the firm. He has an experience of nearly 20 years at Big 4 accounting firms and

prominent law firms.

MR. ABHIRAJ CHOKSEYManaging Director

He is a Bachelor of Science in Economics from Wharton Business School and also Bachelor of Science in Engineering from the Engineering School, both of University of Pennsylvania in U.S.A.

MR. YASHODHAN B GADGILExecutive Director

He is a Bachelor of Chemical Engineering and has worked with Asian Paints and Apcotex Industries since 1981. Currently he is the Executive Director– Operations and in-charge of production, engineering, projects, supply Chain (till 2015), stores, IR and general Factory administration.

BOARD OF DIRECTORS

06

OUR

GLOBAL PRESENCE

SOME OF OUR

MARQUEECLIENTS

08

MANUFACTURING FACILITIES

VALIA PLANT, GUJARAT(16,000MT) Nitrile Rubber and Allied Products

TALOJA PLANT, MAHARASHTRA(55,000 MT) Synthetic Latex

(7,000 MT) High Styrene Rubber

09

R&D AND QUALITY CONTROLThe company has been continuously upgrading their technology through in house research & development efforts to meet the changing needs of customers

Currently around 30 employees are dedicated for R&D and technical support.

QUALITY CERTIFICATIONS

10

PAPER

TYRE CORD SPECIALITY

• High performance latex for dipping of tyre cords used in bias tyres

• Provides excellent water imper-meability; enhances bonding between new and old concrete

• Used in a range of specialty applications such as gaskets, non-woven fabrics, abrasive paper, textile finishing, cork sheets, etc.

• Used in backing of various types of carpets to provide excellent binding strength; depending on application requirements our grades provide a range of soft to hard handles

• For manufacturing of various range of gloves – examination, surgical and industrial

PRODUCT MIXSYNTHETIC LATEX

Synthetic Latex is manufactured from downstream petrochemicals whereas natural latex comes from rubber plantations. There are usually several types of synthetic latex which are manufactured. Our latexes which include Styrene Butadiene latex, VP latex, Styrene Acrylic latex and Nitrile latex cater to various industries like Paper, Carpets, Tyres and Construction. The performance of each synthetic latex differ from industry to industry based on their characteristic, application, and polymer type. Some details are as follows:

CONSTRUCTION

• Provides excellent wet and dry binding strength; provides high gloss and strength to coated paper

CARPET

GLOVES

11

ANNUAL REPORT | 2018-19

SYNTHETIC RUBBER

Synthetic Rubber is basically an artificial elastometer which are mainly polymers synthesized from petroleum by-products. Your company produces various kinds of Synthetic rubber from cold NBR to hot NBR with different distinctions which are as below

• This is an unusual type of synthetic rubber which is resistant to oil, fuels and various chemicals. It is used in the automotive industry as well as several other industrial applications to make fuel and oil handling hoses, seals and various rubber products where ordinary rubbers cannot be used

• Provides various degrees of hardness and excellent processibility for Hawaii slippers and Micro-cellular sheets

• Cost effective medium ACN blend used for general purpose automotive and industrial moulded and extruded products, footwear products etc. for general purpose automotive and industrial goods as well as Fire Hoses

• Used in joining sheets, PVC modification, brake pads, friction materials, adhesives and other rubber applications

NITRILE RUBBER (NBR) NBR POLYBLEND

HIGH STYRENE RUBBER NBR POWDER

12

MANAGEMENT DISCUSSION AND ANALYSISGLOBAL ECONOMIC OVERVIEW

The global economy is projected to expand 2.9% in 2019.

For 2020, the global economy is projected to grow 2.9%

again. Global economic growth is expected to decelerate

this year mostly due to softer dynamics among developed

economies, which are approaching the tail-end of

their current economic cycles. Nevertheless, the global

economy is seen benefiting from tight labour markets,

accommodative monetary and policy stimulus in some

countries like China.

INDIAN ECONOMIC OVERVIEW

The Indian economy started the fiscal year 2018–19

with a healthy 8.2 percent growth in the first quarter

on the back of domestic resilience. Growth eased to 7.3

percent in the subsequent quarter due to rising global

volatility, largely from financial volatility, normalized

monetary policy in advanced economies, externalities

from trade disputes, and investment rerouting. Further,

the Indian rupee suffered because of the crude price

shock, and conditions exacerbated as recovery in

some advanced economies caused faster investment

outflows. Notwithstanding unforeseen global events or

local political surprises, growth for India is estimated to

remain upward of 7 percent for the year ahead. These

projections could be attributed to the sustained rise

in consumption and a gradual revival in investments,

especially with a greater focus on infrastructure

development.

SYNTHETIC LATEX AND RUBBER INDUSTRY

The global synthetic latex polymers market is highly

fragmented with the presence of many regional

and global players. The market has witnessed some

consolidation as well as a move towards customization

of products to cater to the changing consumer

requirements in APAC and EMEA regions. Globally, the

carpet industry, tyre cords and construction industries

drive the growth for synthetic latex. In India, the major

driver for development of the synthetic latex polymers

industry is the high growth of end-use industries like

paper & paper board, paints & coatings, adhesives,

water proofing/construction, etc. Another impetus

comes from the fact that there are no major substitutes

to replace synthetic latex polymers in their functional

aspects across various application segments.

Asia Pacific leads production of global synthetic rubber

industry with the automobile sector leading the growth.

With the rise in population, large manufacturing base

of the automobile industry and the availability of

competitive labour, India offers great opportunities

for rubber product manufacturers. With increasing

R&D investments backed by strong infrastructure, the

country is poised to become a leader in rubber pros

manufacturing in years ahead.

In India, 80% of Nitrile Butadiene Rubber (NBR) is

imported, which creates good potential for Indian

manufacturers of Nitrile Rubber. The rapid growth

of this segment can be attributed to the growing

demand for NBR across the automotive and industrial

applications in the short and medium term.

CURRENT SCENARIO

Your Company is one of the leading producers of

emulsion polymer products namely, Synthetic Latexes

(Vinyl Pyridine Latex, Carboxylated Styrene Butadiene

Latex, Styrene Acrylic Latex, Nitrile Latex, Carboxylated

Nitrile Latex etc.) and Synthetic Rubber (High Styrene

Rubber, Nitrile Butadiene Rubber, NBR Powder, and

Nitrile Polyblends) in India. The Company has one of

the broadest ranges of emulsion polymer products

in India and caters to a wide range of industries. Your

Company’s Synthetic Latex products are used for tyre

cord dipping, paper and paperboard coating, carpet

backing, concrete modification/water proofing, non-

woven, textile finishing, paints, gloves, etc. Various

grades of Synthetic Rubber find application in products

such as footwear, automotive components, rice rolls,

moulded items, v-belts, conveyor belts, hoses, etc.

The Company’s major raw materials are petrochemical

products and its business could be vulnerable to

13

high volatility in the prices of crude oil as well as its

downstream products.

Over the years, a number of steps have been taken by

the management to improve the operational efficiency

of the Company in different functions like marketing,

human resource development, production process,

utilities etc.

OPERATIONS DURING THE FINANCIAL YEAR 2018-19

The Company achieved Gross Value Sales of

Rs.633.36Crores during the financial year, compared

to Rs.545.38 Crores in the preceding financial year on

standalone basis. The company exported its products

worth about Rs. 72 Crores during the financial year.

Profits before tax were up by 7.80% to Rs. 61.67 Crores

as compared to Rs. 55.78 Cr on standalone basis during

the previous year. Operating EBITDA increased by about

6% to Rs…67.58Crores from Rs.63.79 Cr in the previous

year during the financial year 2018-19.

Profit after tax stood at about Rs. 46.60 Crores as

compared to about Rs. 38.64 Crores on standalone

basis, in the previous year.

The Balance Sheet of the Company is also quite healthy

with almost no debt, reasonable working capital cycle

and cash/liquid investments valued at about Rs. 74

Crores based on NAV as on 31st March 2019.

Your Company’s plant at Taloja is recipient of Total

Productive Maintenance (TPM) Excellence in Consistent

TPM Commitment Award - Category A by the Japan

Institute of Plant Maintenance (JIPM). TPM has helped

the company significantly in improving efficiencies in

the plant and in operations and rationalizing costs. We

are in the process of implementing TPM in the Valia

plant as well. Both plants have successfully completed

certification/re-certification of the integrated ISO 9001,

ISO 14001 and OHSAS 18001. In FY 2018-19, your company

was recertified by the Indian Chemical Council (ICC) to

use the Responsible Care logo.

In FY 2018-19 the company has also successfully

implemented SAP S4 Hannah. Having a world class

ERP system as the backbone, will provide the platform

for growth in the future.

Your Directors consider Company’s performance as

satisfactory.

RISKS AND CONCERNS

The Company has laid down a well-defined Risk

Management Framework covering the risk, risk

exposure, potential impact and risk mitigation process.

Risks are identified by all process owners which is

discussed with the HOD and then taken to the Plant

Risk Committee for their Consideration. After evaluation

of the Risk by the Plant Risk Committee, same is placed

before the Apex Risk Committee. Major risks identified

by the plants, functions and senior management

are systematically addressed through a quantified

risk assessment process and mitigating actions are

discussed and reviewed periodically. These are also

discussed at the meetings of the Risk Management

Apex Committee, Audit Committee and the Board of

Directors of the Company.

The Company’s Apex Risk Management Committee

and Plant Risk Committees, periodically review the risks

in the organization, identify new risk areas, develop

action plans and monitor and report the compliance

and effectiveness of the policy and procedure to the

Audit Committee and Board.

The Audit Committee and Board review the risks and

suggest steps to be taken to control and mitigate the

same through a properly defined framework.

The Company’s Board of Directors perceives the

following risks as current high risks areas:

1. PROCUREMENT RISKS

Major risks arise from a few key raw materials like

Styrene, Acrylonitrile and Butadiene that are used

in several of our products. There is an availability risk

14

associated with all since Styrene and Acrylonitrile

are not manufactured in the country and have to be

completely imported. Butadiene is currently available

from only two manufacturers in the country and the

company is exploring import arrangements. If there

is an issue with the supply of any of these materials,

production of several products would be affected. To

mitigate this risk we have relationships with multiple

suppliers and keep an adequate inventory and pipeline

of these raw materials. We also mitigate this risk by

developing alternative suppliers on a continuous basis.

2. ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company is committed to protecting the

environment, and ensuring the health and safety of

its employees, customers, neighbours and public.

Some of our major raw materials are hazardous and

flammable and some safety risks are inherent in the

manufacturing processes. The Company has ensured

that required process controls, safety equipment’s and

infrastructure are in place as per statutes and global

safety standards. Your company is also certified for

ISO 14001, OHSAS 18001 and Responsible Care, which

address Environmental, Health and Safety systems

and processes. In addition, all the safety measures like

safety committee’s constant supervision, identification

and correction of unsafe acts, periodical drills, risks

awareness programs, appropriate treatment of effluents

generated, are regularly taken with constant attention

from senior levels of management.

Recently National Green Tribunal had levied penalty

to non-functional Taloja Central Effluent Treatment

Plant (Taloja CETP) which had treated the panic in

the industrial belt though many of the companies,

including your company are complying with the effluent

discharge norms. The management of the Taloja CETP

has been taken over by MIDC and MIDC in the process

of upgrading the effluent treatment facilities.

The Company has also insured its assets, loss of profits

and standing charges for insurable risks. The Company

is working towards Zero Liquid Discharge (ZLD) for both

the plants.

3. DEPENDENCE ON SINGLE MANUFACTURING FACILITY

While your company has two manufacturing facilities,

some of our products can be manufactured only at a

single location. Due to incidents such as strikes, political

instability, terrorist attacks or natural calamities the

operations of the Company may be materially affected.

The Company has taken appropriate available insurance

covers for some of these eventualities.

4. HSR OBSOLESCENCE

The HSR market has shrunk over a period of time and

more or less stagnant since last couple of years which

may result into underutilization of the production

capacity. Company is looking into export of more

HSR products in the overseas market as many of the

manufacturing facilities have been shut down and also

exploring the alternate use of the production facility for

other products.

5. MONOMER TRANSPORTATION

Monomers, particularly Butadiene, which is combustible,

hazardous, toxic, flammable is transported through

insulated, refrigerated tankers. In case the tankers

meets with an accident, while in transit, it may lead to

huge fire or explosion resulting into damage of property

or human beings in the surrounding area. To overcome

this risk, the tankers are inspected / checked on regular

basis and transportation is handled by peoples who

have basic knowledge about the hazardous nature

of material and how to handle the same in case of

any emergencies. Your company is planning to enrol

for Nicer Global initiatives during the financial year

2019-20.

15

6. INVESTMENT RISK

Your Company had investment of about Rs. 74 crores,

based on Net Assets Value (NAV) as on 31st March 2019.

Out of this investment, about 46% is invested in the

Debt Funds and rest in Direct Equity or Equity funds.

The volatility in the market may adversely affect the

Company as the Mark to Market loss / gain, if any, needs

to be recognized in the books of accounts under IndAS.

To overcome this risk, the Managing Director along with

GM – Finance reviews the investments on regular basis

and verify the returns etc and present the same before

the Board for their consideration every quarter.

7. BUSINESS CONCENTRATION RISK:

About 87% of the Company’s business depends on

the domestic industry and highly dependent on the

domestic market. To overcome this risk, your company

had put in place a dedicated team for exports of

Company’s products to various countries in the world.

Your company is also exploring an overseas acquisition.

During the last financial year, a speciality latex viz. XNBR

was introduced mainly for the export market, which

will help to reduce the dependency on the domestic

market significantly.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal checks and controls covering operations of

the Company are in place and are constantly being

improved upon. Adequate system exists to safeguard

company’s assets through insurance on reinstatement

basis and maintenance of proper records. The company

has well defined procedures to execute financial

transactions.

Internal audit is being conducted by an independent

firm of Chartered Accountants. The internal auditor

monitors and evaluates the efficiency and adequacy

of internal control systems in the organisation, its

compliance with operating systems, accounting

procedures and policies of the Company. Based on the

observations of the internal auditor, the process owners

undertake the corrective actions and improvements

in their respective areas. Significant audit observations

and corrective actions thereupon are presented to the

Audit Committee.

The Partners of both, Statutory and Internal Auditor

attend all the Audit Committee meetings.

DEVELOPMENT OF HUMAN RESOURCE/ INDUSTRIAL RELATIONS

Your Company believes that its employees are its core

strength and accordingly development of people and

providing a best-in-class work environment is a key

priority for the Organisation to drive business objectives

and goals. Robust HR policies are in place which

enables building a stronger performance culture and at

the same time developing current and future leaders.

Significant change of key financial ratios: There is no

significant change in key financial ratios as if compared

to the ratios of previous financial year.

SIGNIFICANT CHANGE OF KEY FINANCIAL RATIOS:

There is no significant change in key financial ratios as if

compared to the ratios of previous financial year.

CHANGE IN RETURN ON NET WORTH

The return on Networth for the financial year 2018-19

has gone up by about 8% to 17.78% as compared to

preceding financial year return of 16.47 on account of

increase in the net profit of the Company.

16

OUTLOOK

The Company expects Financial Year 2019-20 to be an

exciting year in spite of new challenges. Sales from the

new product range of Carboxylated Nitrile Latex for the

hand gloves industry has started in FY 2019-20, and

the Company aims to make it one of the future growth

drivers for the Company in the future. The Company is

also working on the feasibility to expand the capacity

of its NBR business. The Company will continue to look

for opportunities in new adjacent businesses as well as

opportunities for inorganic growth.

In FY 2019-20, the Company will commission the Co-gen

Power Plant at its Valia unit as well as complete several

other capex projects to bring in more productivity and

efficiencies.

There is a continuous thrust from the management to

develop a strong R&D and technical service team to

develop new products, explore new applications and

understand better the changing customer needs.

With the Company’s continuous endeavour to improve

efficiencies and performance at all levels and functions,

your Directors view the prospects for the financial year

2019-20 with cautious optimism.

CAUTIONARY STATEMENT

Statement in this Management Discussion and Analysis

describing the Company’s objectives, projections,

estimates, expectations or predictions may be “forward-

looking statements” within the meaning of applicable

securities laws and regulations. Actual results could

differ materially from those expressed or implied.

Important factors that could make a difference to the

company’s operations include raw material availability

and prices, cyclical demand, movements in company’s

principal markets, changes in Government regulations,

tax regimes, economic developments within and

outside India and other incidental factors.

Annual Report 2018-1917

apcotex

TO THE MEMBERSYour Directors have pleasure in presenting to you the Thirty Third (33rd) Annual Report of the Company and the Audited Financial Statement for the year ended 31st March 2019.A. COMPANY PERFORMANCE FINANCIAL HIGHLIGHTS

` in lacs

Particulars31st

March 2019

31st March 2018

Growth %

Income from operations(a) Revenue from operations 62,566.65 53,824.80

(b) Other income 769.00 713.41Total income from operations (net)

63,335.65 54,538.21 16.13

Gross Profit Before Depreciation, Finance cost & Tax

7,526.57 7,092.17

(a) Finance costs 180.30 156.98(b) Depreciation &

amortization expense1,179.26 1,214.24

Profit before tax 6,167.01 5,720.95 7.80Add/(Less) Exceptional Items

- (143.40)

Profit after Exceptional items

6,167.01 5,577.55

Tax expenses 1,506.53 1,713.91

Profit after Tax 4,660.48 3,863.64 20.62Other Comprehensive Income for the year (23.92) (29.60)

Total Comprehensive Income for the year 4,636.56 3,834.04

Earnings per Share (EPS) (a) Basic 22.47 18.63 20.61 (b) Diluted 22.47 18.63 20.61

DIVIDEND Based on the Company’s performance, your Directors

are pleased to recommend for approval of the members a dividend @ ` 7.50/- (Rupees Seven and Fifty Paise) (Previous year ` 6/- (Rupees Six) per Equity Share of `. 5/- each for the financial year 2018-19. Dividend, if approved, will absorb a sum of ` 1875.06 lacs (including Dividend Distribution Tax of ` 319.71 lacs) out of the net profits after tax, as above and will be paid to those shareholders whose names appear on the Register of Members on Friday, 24th May 2019.

TRANSFER TO RESERVE There is no amount proposed to be transferred to

Reserves out of profit of the financial year 2018-19.

DIRECTORS’ REPORT

OPERATIONS DURING THE FINANCIAL YEAR 2018-19.

The Company achieved total revenue of ` 633.36 Crores during the financial year, compared to ` 545.38 Crores in the preceding financial year on standalone basis. The company exported its products worth about ` 72.00 Crores during the financial year.

Profits before tax were up by 7.80% to ` 61.67 Crores as compared to ` 55.78 Crores on standalone basis during the previous year. Operating EBITDA increased by about 6% to ` 67.58 Crores from ` 63.79 Crores in the previous year during the financial year 2018-19.

Profit after tax stood at ̀ 46.60 Crores, 20.62% increased as compared to about ` 38.64 Crores on standalone basis, in the previous year.

The Balance Sheet of the Company is also quite healthy with almost no debt, reasonable working capital cycle and cash/liquid investments valued at about ` 74 Crores based on NAV as on 31st March 2019.

Your Company’s plant at Taloja is recipient of Total Productive Maintenance (TPM) Excellence in Consistent TPM Commitment Award - Category A by the Japan Institute of Plant Maintenance (JIPM). TPM has helped the company significantly in improving efficiencies in the plant and in operations and rationalizing costs. We are in the process of implementing TPM in the Valia plant as well. Both plants have successfully completed certification/re-certification of the integrated ISO 9001, ISO 14001 and OHSAS 18001. In FY 2018-19, your company was recertified by the Indian Chemical Council (ICC) to use the Responsible Care logo.

In FY 2018-19 the company has also successfully implemented SAP S/4 HANA. Having a world class ERP system as the backbone, will provide the platform for growth in the future.

Your Directors consider Company’s performance as satisfactory.

B. RENEEWABLE ENERGY The Wind Turbine Generator installed at Sadawaghapur,

Taluka – Patan, District Satara, Maharashtra, has gener-ated gross revenue of about `133 lacs during the finan-cial year (previous year `113 lacs), and same is netted-off against the power cost.

C. DISCLOSURES UNDER COMPANIES ACT, 2013 I. ENERGY, TECHNOLOGY & FOREIGN

EXCHANGE Information sought under the provisions of Section

134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 re-garding conservation of energy, technology absorp-tion and foreign exchange earnings and outgo are given in the Annexure I, forming part of this report.

apcotex industries limited 18

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II. ANNUAL RETURN The Annual Return of the Company has been

placed on the website of the Company and can be accessed at https://www.apcotex.com/financial.asp?fn=annualreturn return

III. CHANGES IN THE SHARE CAPITAL The paid-up Equity Share Capital as on 31st March

2019 was `10.37 crores, comprising of 2,07,37,984 equity shares of ` 5/- each

The amount lying in share forfeiture account, on account of forfeiture of 78,051 equity shares due to non-payment of allotment money which was forfeited during January 2000, had bean transferred to capital reserve account.

Sub-division (split) of equity shares The Board of Directors in their meeting held on

25th April 2019 have considered it desirable to sub-divide (split the face value) of the existing nominal value of the equity shares of the Company from the present `5/- each paid-up per equity share into equity shares of `2/- each fully paid-up

Stock split will help to improve the liquidity of the Company’s shares in the market, without increasing the Company’s equity servicing burden, as overall equity capital remains the same. This is in line with your Company’s philosophy of creating value for its shareholders and sharing the benefits of growth on a sustained basis.

IV. FINANCIAL LIQUIDITY Cash and Cash equivalent (Excess Liquidity

Invested) as at 31st March 2019 was about `74 crores (previous year `75 crores).

The Company’s working capital management is robust and involves a well-organized process which facilitates continuous monitoring and control over receivables, inventories and other parameters.

V. NUMBER OF BOARD MEETINGS The Board meets at regular intervals to discuss

and decide on the Company / business policy and strategy apart from other Board business. During the financial year under review, the Board of Directors met 5 (five) times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report.

VI. COMPOSITION OF AUDIT COMMITTEE The Audit Committee comprises of Mr. Kamlesh

Vikamsey who is the Chairman of the Committee, Mrs. Priyamvada Bhumkar and Mr. Udayan Choksi, who was appointed w.e.f 27th July 2018, are the Non-Executive Independent Directors. Mr. M G Patel Independent Director and Member of the Audit Committee, resigned w.e.f 18th June 2018. Mr. Girish Choksey – Non-Executive Director

and member of Audit Committee, resigned w.e.f 28th March 2019. More details on the committee are given in the Corporate Governance Report.

All the recommendations of the audit committee are accepted by the Board.

VII. BOARD INDEPENDENCE The definition of Independence of Directors is

derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013;

1. Dr. S. Sivaram 2. Mr. Shailesh Vaidya 3. Mr. Kamlesh Vikamsey 4. Mrs. Priyamvada Bhumkar 5. Mr. Udayan Choksi In compliance with Schedule IV of the Companies

Act, 2013 and Rules thereunder, the Independent Directors met on 28th March 2019 and discussed issues as prescribed under the schedule IV of the Companies Act, 2013 and also discussed various other issues.

VIII. ANNUAL EVALUATION BY THE BOARD In compliance with the Companies Act, 2013

and Regulation 19 read with Schedule II of SEBI (LODR), Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Nomination & Remuneration Committee members, covering various aspects of the Board’s functioning such as adequacy of composition of Board and Committees, Board communication, timeliness and unbiased information of right length and quality of information, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as attendance and participation in the discussion and deliberation at the meeting, understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by


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the Independent Directors, who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

IX. NOMINATION AND REMUNERATION POLICY (NRP)

The NRP of the Company for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel was revised by Board of Directors at their meeting held on 28th March 2019, based on recommendation of Nomination and Remuneration Committee and the same is hosted on the website of the company at the following web link: https://www.apcotex.com/policy/Nomination%20and%20Remuneration%20Policy%202019.pdf

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure II to this Report.

X. COMMENTS ON AUDITORS REPORT There are no qualifications, reservations or adverse

remarks or disclaimers made by M/s. SGDG & Associates LLP, Chartered Accountant, Statutory Auditor, in their report and by Mr. Mahesh Hurgat, Company Secretary in Practice, in his Secretarial Audit report.

The Statutory Auditor have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

kEY AUDIT MATTER Enhancement of Company’s ERP System - SAP Company had implemented Microsoft DYNAMICS

NAV Ver 2004 ERP from April 2008 and subsequently upgraded it to Ver – 2013- R2. During the year, Company has changed its ERP System to SAP S/4 HANA 1709 to improve productivity, increase efficiencies, decrease costs and streamline its processes code named as Project Udaan, it went live on 1st December 2018. The said conversion/migration was necessitated in order to derive the benefits of SAP – Global Leader in Enterprise Resource Planning Software. As on date company has implemented the FICO, SD, MM, PP, QM, PM, EXIM, PS and TRM modules. Company is also evaluating the adoption of other modules like HRMS, CRM, BI based on its cost effectiveness

SAP ERP implementation was done in consultation with an authorized implementation partner having proven industry experience. The implementation process in general involved the following phases –

n Project Preparation and Business Blueprint Finalization

n System Prototype and Configuration n Train the Staff and Test Run the Software n Test run the ERP System - create reporting

templates, Test and assess the desired results and run more targeted training sessions for the staff.

n Finally, conduct readiness assessments of the ERP as an integrated business platform and Go Live.

n Post Go Live Support. Top Benefits which the management expects to

achieve on the implementation of ERP and its optimum utilization are as under

a. Staying competitive in latest technology solutions available in the ERP environment and easy scalability to facilitate growth.

b. User friendly, flexible and effective forecasting, budgeting and reporting solutions.

c. Integrated Information System and Data Security

d. Centralized data processing and report generation

e. Automate Business Operations and Controls using the in-built authorization matrix.

f. Streamlining processes and Cost effective. g. Introducing Mobility and Flexibility with mobile

friendly solutions. XI. RELATED PARTY TRANSACTIONS All the related party transactions are entered on

arm’s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large.

All new related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their consideration and approval. A statement of all related party transactions is presented before the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The particulars of Contracts or arrangements with related parties referred to in Section 188(1), read with Rule 15 of The Companies (Meetings of Board and Its Powers) Rules 2014 is appended to this report in prescribed Form AOC 2 as Annexure III.

The Related Party Transaction Policy as approved by the Board is uploaded on the company’s website at the following web link http://www.apcotex.com/policy/Related_Party_Transaction_Policy.pdf

XII. MATERIAL CHANGES AND COMMITMENTS AF-FECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.


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XIII. VIGIL MECHANISM The Company has established a vigil mechanism

for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of Companies Act 2013 and Regulation 22 of SEBI (LODR) 2015.

The Audit Committee of the board oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Company’s Code of Conduct and/or Ethics Policy.

The details of the policy have been disclosed on the Company’s website at https://apcotex.com/policy/Whistle_Blower_Policy.pdf

XIV. CORPORATE GOVERNANCE The Company has always strived to adopt appropri-

ate standards for good Corporate Governance. Detailed report on the Corporate Governance and

Management Discussion Analysis, form part of this report. A certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Regula-tion 34 read with Schedule V of SEBI (LODR) Regu-lations, 2015 is annexed to the said Report.

D. CORPORATE SOCIAL RESPONSIBILITY The Company has constituted a Corporate Social

Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013. On the recommendation of the CSR committee, the Board has approved the CSR policy of the Company which is published on the Company’s website.

All CSR activities of the Company are carried through Non-Government Organizations, who have track record of minimum of 3 years in carrying out the activities, and other criterials as prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, as amended from time to time.

The Company has undertaken projects in the areas of Healthcare and Education, around the area surrounding the factory/corporate office, brief details of which are as under:.

The Company had spent `81.51 lacs during the financial year 2018-19, the details of spent are as under;

Healthcare 29.65Education 51.86

Health Care: To improve the health condition of the people, the

Company carried out the various CSR activities directly and through some NGO’s:

The company is working with St. Jude Child Care Centre and has sponsored all the running expenses of one centre located at Cotton Green, Mumbai

St. Jude provides food, accommodation and medicines to cancer affected children upto 12 year of age and their parents from poor families, who travels to Mumbai for treatment of their cancer affected childrens at Tata

Memorail Hospital. It currently runs 22 Centres in Mumbai, Delhi, Kolkata, Hyderabad and Jaipur.

The Company conducted camps at Village Dungri, Taluka Valia for full Health Checkup and Eye Checkup of the village community and provided the required medicines and spectacles to the needy people. The Company had organized for operation of the people who were detected with cataract.

Deepak Foundation is a CSR foundation of Deepak group, which was established during 1982 for empowering the women by providing healthcare and livelihood opportunities in order to improve maternal and child health, reduce poverty, build capacity in the area of public health and livelihood promotions.

The Company is also working with Cancer Patient Aid Association for distributing the required medicines for Cancer affected childrens free of cost.


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For well-being, safety and hygiene of the students, the Company provided a borewell for regular supply of the water to the childrens, for upkeep of the premises including the toilet block at Village Chindhran and provided a toilet block at the school loated at Village Chinchavali.

Education: To improve the employability of the people, the Company

is providing the scholarship to needy students from the poor family to fulfill the aspiration of the deserving children. During the financial year 2018-19, the Company has sponsored the deserving students from the poor family for the following courses:

Sr. No.

No. of Student

Total Course

Fee

Course

1 148 2,213,000 BE,B TECH - Civil, Chemical, IT, ET

2 156 1,248,000 Pharmacy - B. Pharm

3 48 720,000 Nursing - B.Sc.

4 32 480,000 Post Graduate - (M. Pharm., M. Sc. Nursing, M.E., M. Tech., Ph.D., Journalism)

5 43 344,000 Blind - B. ED, D. ED.

427 5,005,000 The details as required under Section 135 of the

Companies Act, 2013 are provided in CSR Report which is annexed herewith as Annexure IV.

E. FAMILIARISATION PROGRAMME FOR INDEPEN-DENT DIRECTORS

The company conducts the Familiarisation program when new Director(s) is/are appointed during the year. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarize them with the process, business and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Company’s Policy of conducting the Familiarisation Program has been disclosed on the website of the Company at https://www.apcotex.com/policy/Familiarisation%20Programme%20for%20Independent%20Directors%202018-19.pdf

F. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted revised Insider Trad-ing Policy in their meeting held on 28th March 2019 in compliance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The insider trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regu-late, monitor and ensure reporting of deals by designated person/employees and maintain the highest ethical stan-dards of dealing in Company securities

G. INTERNAL FINANCIAL CONTROLS The Company has adopted policies and procedures for

ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. These are reviewed periodically and made part of work instructions or process in the company.

The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches them with the books of account. Explanations are sought for any variance noticed from the respective functional heads.

H. DIRECTORS RESPONSIBILITY STATEMENT The Directors confirm: I. That in the preparation of the annual accounts, the

applicable accounting standards had been followed along with proper explanation relating to material departures;

II. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

III. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safe-guarding the assets of the company and for prevent-ing and detecting fraud and other irregularities;


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IV. That they have prepared the annual accounts on a going concern basis;

V. That they, have laid down internal financial controls to be followed by the company and that such inter-nal financial controls are adequate and were operat-ing effectively; and

VI. That they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operat-ing effectively.

VII. That the Company has complied with provisions re-lating to the constitution of Internal Complaints Com-mittee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

I. DISCLOSURE IN TERMS OF THE SEXUAL HARASS-MENT OF WOMEN AT WORkPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

All women who are associated with the Company either as permanent employees or temporary employees or contractual persons including service providers at the Company sites are covered under the above policy.

The Company takes all necessary measures to ensure a harassment free workplace and has instituted an Internal Complaints Committee for redressal of complaints and to prevent sexual harassment. No complaints relating to sexual harassment were received during the year.

J. FIXED DEPOSITS MATURED BUT NOT CLAIMED Company has no Fixed Deposits at the end of the

financial year. The Central Bureau of Investigation (CBI) has instructed the Company, not to repay the proceeds of four fixed deposits amounting to ` 48,000/- and accrued interest of ` 22,491/- thereon. These deposits matured during the first week of December 2002 and continue to remain with the Company.

K. INSURANCE All insurable assets of the Company including

inventories, buildings, plant and machinery etc., as well as the liability under legislative enactments, are insured on reinstatement basis after due valuation of assets by an external agency. The Company also holds a Loss of Profit Policy for the financial year 2019-20.

L. ECOLOGY AND SAFETY Company ensures safe, healthy and eco-friendly

environment at its plant and surrounding area. Company continually works towards identification and reduction of risks and prevention of pollution at its plant and its surroundings.

Members of the Safety Committees of the Company’s Taloja Plant and Valia Plant, have been regularly reviewing the safety measures and their implementation to ensure adequate safety in material handling and processing, control of pollution caused by liquid effluents, dust and emissions from chimney etc. Samples are periodically drawn and the reports submitted to the Pollution Control Board indicating compliance with the standards.

Consent has been obtained from Maharashtra Pollution Control Board to operate the Plant at Taloja till 30th March 2021 and from Gujarat Pollution Control board to operate the Plant at Valia, Ankleshwar till 9th November 2019.

M. PERSONNEL The information required under Section 197 of the

Companies Act, 2013 and read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in Annexure II.

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of employees of your company is available for inspection by the members at registered office of the company during business hour on working days up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the company secretary, whereupon a copy would be sent.

N. DIRECTORS & kEY MANAGERIAL PERSONNEL Appointment: 1. Mr. Udayan Choksi was appointed as an

additional director of the Company by Board of Directors at their meeting held on 27th July 2018. He would therefore hold office upto the conclusion of the ensuing AGM. Mr. Udayan Choksi qualifies to be an Independent Director and his appointment has been recommended by the Nomination and Remuneration Committee. Accordingly, it is proposed to appoint Mr. Udayan Choksi as an Independent Director for a first term of five consecu-tive years to hold the office from the conclusion of 33rd AGM and up to the conclusion of the 38th AGM of the Company in the calendar year 2024. Pursu-ant to declaration made under Section 149 of the Companies Act, 2013, Mr. Udayan Choksi meets all the criteria of Independence, as prescribed under the Companies Act, 2013 and applicable regulations of SEBI (LODR) Regulations, 2015. He possess the appropriate skills, experience and knowledge inter alia in the field of accounts, finance, taxation etc.

2. Mr. Abhiraj Choksey was appointed as Managing Director of the Company by Board of Directors at their meeting held on 16th May 2016 for a term of 3 years effective from 1st May 2016 and the shareholders were approved the appointment of Mr. Abhiraj Choksey on 10th August 2016. The term of Mr. Abhiraj Choksey will end on 30th April 2019.

The Board of Directors at their meeting held on 28th March 2019 decided to re-appoint Mr. Abhiraj Choksey as Managing Director of the Company, for a further period of 3 years, effective from 1st May 2019 on the recommendation of Nomination and Remuneration Committee.

3. Mr. Y B Gadgil was appointed as an Executive Director of the Company by Board of Directors at their meeting held on 6th February 2016 for a term of 3 years effective from 6th February 2016 and the shareholders were approved the appointment of Mr. YB Gadgil on 10th August 2016. The term of Mr. YB Gadgil was expired on 5th February 2019.


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The Board of Directors at their meeting held on 28th March 2019 decided to re-appoint Mr. Y B Gadgil, as an “Executive Director” of the Company, for a pe-riod with effect from 6th February 2019 to 31st March 2020 on the recommendation of Nomination and Remuneration Committee

4. Dr. S Sivaram, Mr. kamlesh Vikamsey, and Mr. Shailesh Vaidya were appointed as an Inde-pendent Directors in the 28th AGM of the Company held on 31st July 2014 for a term of 5 years and their term ends at the conclusion of 33rd AGM (to be held on 4th June 2019) of the Company in the calendar year 2019.

They are eligible for re-appointment for another term of five consecutive years subject to approval of the Members by Special Resolution. All the above named Independent Directors have consented to their re-appointment and confirmed that they are not disqualified from being appointed as an Independent Director in terms of Section 164 of the Companies Act, 2013.

Based on the performance evaluation of the Independent Directors, the Nomination & Remuneration Committee and the Board of Directors of the Company at their Meetings held on 28th March 2019 have recommended the re-appointment of the aforesaid persons as an Independent Directors for a second term of five consecutive years effective from conclusion of 33rd AGM to be held during June 2019 up to the conclusion of 38th AGM during the year 2024. During their tenure of appointment, they shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.

5. Mr. Suraj Badale was appointed as Chief Financial Officer (CFO) of the Company in compliance with provisions of Section 203 of the Companies Act, 2013, with effect from 1st April 2019, in the Board meeting held on 28th March 2019 on the recom-mendation of the Audit Committee.

Retirement by Rotation:In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Com-pany Mr. Atul Choksey (DIN 00002102) will retire by rotation at the ensuing AGM of the Company and being eligible, offer himself for reappointment. The Board recommends his reap-pointment.Cessation:1. Mr. M. G Patel, the independent director of the company,

resigned from the office of Director with effect from 18th June 2018 after serving the board for a period of about 27 years. Your Directors wish to place on record their ap-preciation for his service and contribution made during his tenure as an independent director.

2. Mr. Girish Choksey, the Non-Executive Director of the company, resigned from the office of Director with effect from 28th March 2019 after serving the board for a period of about 26 years. Your Directors wish to place on record their appreciation for his service and contribution made during his tenure as a director.

3. Mr. Rohit Mahakal, who was appointed as CFO of the Company with effect from 1st April 2015, was resigned from the post of CFO on 31st October 2018 and the Board of Directors at its meeting held on 1st November 2018 has accepted the resignation of Rohit Mahakal, CFO of the Company. He was relieved from the service of the Company on 31st December 2018.

Note that the background of the Director(s) proposed for appointment / re-appointment is given as annexure to the Notice, which forms part of this Annual Report.O. AUDITORS Statutory Auditor M/s. SGDG & Associates LLP, Chartered Accountants

(Firm Registration No W100188) were appointed as Statutory Auditor of the Company for a period of five consecutive years at the 32nd AGM of the Company held on 27th July 2018 to hold office from the conclusion of the said Meeting till the conclusion of the 37th AGM to be held in the year 2023.

The requirement of seeking ratification of the members for continuance of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 with effect from 7th May 2018. Hence, the resolution seeking ratification of the members for their appointment is not being placed at the ensuing AGM.

The Statutory Auditor has given a confirmation to the effect that they are eligible to continue with their appointment and have not been disqualified in any manner from continuing as Statutory Auditor. The remuneration payable to the Statutory Auditor shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

Cost Auditor M/s. V J Talati & Co., Cost Accountants have been

appointed as Cost Auditor of the Company for the year 2018-19 and 2019-20 under Section 148 of the Act read with The Companies (Cost Records and Audit) Amendment Rules 2014. M/s. V J Talati & Co, have confirmed that they are free from any disqualifications as specified under the Companies Act, 2013.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, Resolution seeking Members’ ratification for the remuneration payable to M/s. V J Talati & Co, Cost Auditor is included at item No.14 of the Notice convening the Annual General Meeting.

Secretarial Auditor Mr. Mahesh Hurgat, Company Secretaries in Practice,

has been appointed to conduct the Secretarial Audit of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR) Regulations, 2015 as amended. The Report of the Secretarial Auditor is appended to this Report as Annexure V.


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P. CEO & CFO CERTIFICATION Certificate from Managing Director and Chief Financial

Officer of the Company, pursuant to the Regulation 17 of SEBI (LODR) Regulations, 2015, for the financial year 2018-19 under review was placed before the Board of Directors of the Company at its meeting held on 25th April 2019.

Q. SECRETARIAL STANDARD The Company complies with all applicable Secretarial

Standards issued by The Institute of Company Secretar-ies of India and approved by the Central Government un-der Section 118(10) of the Companies Act, 2013 for the financial year ended 31st March 2019.

R. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), as amended from time to time, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven years. Further, according to the Rules, the shares on which dividend had remained unpaid or unclaimed by the shareholders for seven consecutive years or more are also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed dividend of ` 578,424 for the year 2010-11 during August 2018. Considering 2010-11 as base year, the Company has transferred 32232 Shares, on which the dividend was unclaimed for 7 consecutive years, to demat account of IEPF’s authority, in compliance with IEPF Rules during the financial year 2018-19.

The Company had communicated individually to 237 Shareholders taking a base year of 2011-12 on 20th March 2019, whose shares are liable to be transferred to IEPF Authority during the financial year 2019-20.

The Company has uploaded full details of such shareholders and shares due for transfer to IEPF Authority on its website at www.apcotex.com. Shareholders are requested to refer to the web-link https://www.apcotex.com/financial.asp?fn=SU to verify the details of unclaimed dividends and the shares liable to be transferred to IEPF Authority.

T. ACkNOWLEDGEMENT Your Directors take this opportunity to express their

deep sense of gratitude to State Bank of India, Citi Bank, HDFC Bank, various departments of State / Central Government and local authorities for their continued guidance and support.

We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every member of the Apcotex family. To all shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

The accompanying Annexure I to V is an integral part of this Director Report.

FOR AND ON BEHALF OF THE BOARD

ATUL C CHOkSEYCHAIRMAN

DIN: 00002102 Mumbai: 25th April 2019


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ANNEXURE I TO DIRECTORS’ REPORTCONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNING AND OUTGO ETC:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

(A) Conservation of Energy: Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in batch cycle time and improved operations.

(B) Technology absorption: No new technology has been acquired during the year.Up gradation of present technology is a continuous process, implemented and adapted by the Company through innovation. Efforts are made to reduce batch cycle time and improve operational efficiency.No technology import has been made in the recent past.

Expenditure incurred on R& D during the Financial Year are as follows:

(` in lacs)

Particulars 2018-19 2017-18

Capital 23.69 50.99

Recurring 335.77 298.79

Total 359.46 349.78

Total R & D expenditure as a percentage of Total Revenue 0.56% 0.67%

(C) Foreign Exchange Earnings and Outgo

The Company is currently assessing export potential for its products in various markets. Details of foreign exchange earnings and outgo are given below:

Earning in foreign currency

(` in Lacs)

Particulars 31st March 2019 31st March 2018

Export of Goods on F.O.B. basis 7090.36 7521.69

Expenditure in Foreign Currency

(` in Lacs)

Particulars 31st March 2019 31st March 2018

Professional Fees (including reimbursement) 71.31 53.30

Foreign Travel 14.98 143.07

Sales Commission 40.68 61.75

Others 21.24 12.50


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A. Details pertaining to Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Sr. No.

Disclosure Requirement Disclosure details

1 The percentage increase in remuneration of each Director, Company Secretary and Chief Financial Officer during the financial year 2018-19, ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2018-19.

Directors / KMP Title Ratio % increase inremuneration

Atul Choksey Non-Executive Chairman 10.59 18.00

Abhiraj Choksey Managing Director 21.93 12.04

Girish Choksey* Non-Executive Director 0.13 (25.00)

Amit Choksey Non-Executive Director 0.15 16.67

Manubhai Patel** Non-Executive Director NIL NIL

Dr. S. Sivaram Non-Executive Director 1.01 14.63

Shailesh Vaidya Non-Executive Director 0.95 18.92

Kamlesh Vikamsey Non-Executive Director 1.22 15.31

Priyamvada Bhumkar Non-Executive Director 1.06 58.06

Udayan Choksi*** Non-Executive Director 0.76 NA

Y B Gadgil Executive Director 9.00 13.29

Anand Kumashi Company Secretary N.A 8.12

Rohit Mahakal**** Chief Financial Officer N.A N.A

2 Percentage increase in the median remuneration of employees in the financial year

5.74%; considering employees who were in employment for the whole of FY 2017-18 and FY 2018-19.

3 Number of permanent employees on the rolls of Company at the end of the year

445

4 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

For employees other than managerial personnel who were in employment for the whole of FY 2017-18 and FY 2018-19 the average increase is 8.16%.

Average increase for managerial personnel is 13.05%.

5 Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company is in Compliance with its Remuneration policy.

* Girish Choksey resigned w.e.f 28th March 2019** Manubhai Patel resigned w.e.f 18th June 2018*** Udayan Choksi appointed w.e.f 27th July 2018**** Rohit Mahakal resigned w.e.f 31st December 2018

ANNEXURE II TO DIRECTORS’ REPORT


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B. Details pertaining to remuneration as required under section 197(2) of the Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1

Name Mr. Abhiraj Choksey

Age 41 years

Qualification Bachelor of Science in Economics from Wharton Business School and Bachelor of Science in Engineering from the Engineering School, both of University of Pennsylvania in U.S.A

Designation Managing Director

Date of Commencement of Employment

1st May 2005

Experience 18 years

Remuneration 101.70 lacs

Previous Employment Apcosoft Pvt., Ltd

Designation Managing Director

Shares held 13.07%

2

Name Mr. Y B Gadgil

Age 59 years

Qualification Bachelor of Chemical Engineering

Designation Executive Director

Date of Commencement of Employment

1981

Experience 38 years

Remuneration 41.71 lacs

Previous Employment Asian Paints Ltd

Designation Production, Engineering Services and Projects, Plant Manager in- charge of Production and Projects etc

Shares held 0.01%


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Form No. AOC-2(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at arm’s length basis:

A B C D E F G H

Sr. no.

Name(s) of the related party and nature of relationship

Nature of contracts / arrangements / transactions

Duration of the contracts / arrangements / transactions

Salient terms of the contracts or arrangements or transactions including the value, if any

Jus t i f i ca t i on for entering into such contracts or arrangements or transactions

date(s) of approval by the Board

Amount paid as advances, if any:

Date on which the s p e c i a l resolution w a s passed in g e n e r a l meeting as r e q u i r e d under first proviso to section 188

Not Applicable

2 Details of material contracts or arrangement or transactions at arm’s length basis

A B C D E F

Sr. No

Name(s) of the related party and nature of relationship

Nature of contracts / arrangements / transactions

Duration of the Contracts / arrangements / transactions

Salient terms of the contracts or arrangements or transactions including the value, if any:

Date(s) of approval by the Board, if any:

Amount paid as advances, if any

1 Apco Entereprises LLP Common Partner /Director(s).

Leasing of premises

5 years 01/10/2014 to 30/09/2019

Lease Rent @ ` 55,000/- p.m + all direct expenses

31-10-14 7,02,000

2 Parul Choksey Leasing of premises

on going All direct expenses

25-05-09 N.A.

3 Choksey Chemicals Pvt Ltd Common Director(s).

Sale of Goods at prevailing market Price.

on going Sale of Goods at prevailing market price.

31-10-13 N.A.

ANNEXURE III TO DIRECTORS’ REPORT


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ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1 A brief outline of the Company’s CSR Policy, including overview of the Projects or Programs Proposed to be undertaken and a reference to the web-link to the CSR Policy and the Projects or Programs.

The Company has framed the CSR Policy in compliance with the provisions of the Companies Act, 2013 read with the Companies (Social Responsibilities) Rules 2014 and same is placed on the Company’s website and web-link of same is http://apcotex.com/CSRP.pdf

The company has undertaken activities in the area of Healthcare, Education and Social Projects in the Plant area / Corporate Office through:

a. Shri Brihad Bharatiya Samaj - Mumbai

b. St. Jude - Mumbai

c. Cancer Patients Aid Association

d. Raigad District Council School Chinchavali - Maharashtra

e. Sudhagad Education Society Secondary School Chindhran - Maharashtra

f. Deepak Foundation – Valia Gujarat

2 The composition of CSR Committee Mr. Atul Choksey – Chairman (Chairman of the Company)

Mr. Shailesh Vaidya – Member (Independent Director)

Mr. Abhiraj Choksey – Member (Managing Director)

3 Average net profit of the Company for last three financial years

` 3,726.22 lacs.

4 Prescribed CSR Expenditure (two percent of the amount as in item 3 above)

` 74.51 lacs

5 Details of CSR spend for the financial year:

a. Total amount spent for the financial year ` 81.51 lacs

b. Amount unspent, if any. NIL

c. Manner in which the amount spent during the financial year is detailed below:

ANNEXURE IV TO DIRECTORS’ REPORT


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(` in lacs)

Sr. No.

Projects / Activities Sector Locations (District &

State)

Amount Outlay

(Budget) Project or

Programwise

Amount Spent on

the Project or Program

Cumulative Expenditure upto Report

period

Amount Spent : Direct

or through implementing

Agency.

1 Providing for award of scholarship to students from poor families for pursuing the various Graduate and Post Graduate Courses

Education Mumbai, Maharashtra

44.00 50.00 50.00 Shri Brihad Bharatiya Samaj

2 Providing shelter, food and medicines to cancer affected children and their parents from poor family - Total committed budgeted amount over a period of 5 yers is ` 108 lacs against which company had spent ` 84 lacs till 31st march 2019

Healthcare Mumbai, Maharashtra

25.00 25.00 25.00 St. Jude India Childcare Centre.

3 Provides medicines to deserving family affected by cancer.

Healthcare Mumbai, Maharashtra

1.00 1.00 1.00 Cancer Patients Aid Association

4 Constructed Toilet Block in the Raigad District Council School, Chinchavali for maintaining sanitation and hygiene.

Healthcare Raigad, Maharashtra

1.40 1.40 1.40 Direct

5 Constructed Borewell in the Sudhagad Education Society Secondary School, Chindhran to overcome water problems.

Healthcare Raigad, Maharashtra

1.00 0.90 0.90 Direct

6 Organised Health Check-up Camp

Healthcare Valia, Gujarat

1.00 0.59 0.59 Deepak Foundation

7 Organised Eye Check-up Camp

Healthcare Valia, Gujarat

1.00 0.76 0.76 Deepak Foundation

8 Other Education /Healthcare

Maharashtra and Gujarat

0.11 1.86 1.86 Other/Deepak Foundation

74.51 81.51 81.51

Our CSR Responsibilities:

We hereby confirm that the CSR Policy, as approved by the Board, has been implemented and the CSR Committee monitors the implementation of the projects and activities in compliance with our CSR objectives of the Company.


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ANNEXURE V TO DIRECTORS’ REPORTSECRETARIAL AUDIT REPORT

For the financial year ended 31st March 2019[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]ToThe MembersAPCOTEX INDUSTRIES LIMITED49-53, Mahavir Centre,Sector 17, Vashi,Navi Mumbai - 400 703

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Apcotex Industries Limited (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March 2019; complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2019 according to the provisions of:

(i) The Companies Act, 1956 and The Companies Act, 2013 (the Act) as applicable, and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): —

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009: Not Applicable

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999: Not Applicable.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008: Not Applicable.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: Not Applicable.

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: Not Applicable.

(vi) Following Laws applicable specifically to the Company.

a) The Petroleum Act, 1934 and Rules made thereunder.

b) The Indian Explosive Act, 1884 read with The Static and Mobile Pressure Vessels (Unfired) Rules, 1981.


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c) The Factories Act, 1948 read with The Maharashtra Factories (Control of Industrial Major Accident Hazards) Rules, 2003.

d) The Environment (Protection) Act, 1986 read with The Manufacture, storage and Import of Hazardous Chemicals Rules, 1989.

(vii) I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other generally applicable Acts, Laws and Regulations to the Company.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the applicable Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is change in the composition of the Board of Directors that took place during the period under review.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Mahesh HurgatPlace: Mumbai Practising Company SecretaryDate:25th April 2019 ACS NO.: 7139 C. P. NO.: - 2498


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1. Company’s Philosophy on Code of Corporate Governance: The Company is committed to good Corporate Governance practices with the object of increasing benefits for all stakeholders

of the Company viz. Shareholders, Customers, Suppliers, Employees and Society in general.

2. Board of Directors: The composition of the Board of Directors of the Company is presently governed by the provisions of Companies Act,

2013, the Articles of Association of the Company and the SEBI (LODR) Regulations, 2015. The Board is comprised of Nine Directors, both executive and non-executive. Mr. Atul Choksey is the Non-Executive Chairman. The day-to-day operations of the Company are managed by Mr. Abhiraj Choksey, the Managing Director and Plant operations by Mr. Y B Gadgil – Executive Director, under the active guidance of the chairman.

Dr. S. Sivaram, Mr. Shailesh Vaidya, Mr. Kamlesh Vikamsey, Mrs. Priyamvada Bhumkar and Mr. Udayan Choksi are Non-Executive, Independent Directors, who constitute fifty six percent (56) of the total strength of the Board.

The Board of Directors of the Company consists of persons of eminence, having good experience in business management, polymer technology, finance, accountancy and law. The Board of Directors meet as often as required but not less than four times a year i.e. once in a calendar quarter. The Directors receive minutes of all the meetings of the Board and of the respective Committee meetings wherever they are members; namely Audit Committee, Nomination & Remuneration Committee, Social Responsibility Committee and Stakeholders Relationship Committee. During the financial year 2018-19, five meetings of the Board of Directors were held on i) 3rd May 2018, ii) 27th July 2018, iii) 1st November 2018, iv) 29th January 2019 and v) 28th March 2019.

Independent Directors are expected not to serve on the Board of competing companies. No Director of the company is a member of more than ten Committees or can act as Chairman of more than five committees across all public limited companies in which he / she is a Director. For the purpose of these only membership and chairmanship of Audit Committee and Stakeholders’ Relationship Committee are alone considered.

Further, every Director informs the Company about the Committee position he / she occupies in other companies and notifies the changes as and when they take place. The details of directorships held by the Company’s Directors in public limited companies as on 31st March 2019 and attendance at the Board Meetings of the Company are given below:

Name of Director(s) Designation / Category of Directorship

Board Meetings attended

Attendance at last AGM

No. of other Directorships

held

No. of Committees of which Member

/ ChairmanAtul Choksey Non- Executive Chairman

Promoter5 Yes 1 -/-

Abhiraj Choksey Managing Director 5 Yes - 1/-Girish Choksey * Non-Executive 2 Yes NA NAAmit Choksey Non-Executive 5 Yes - -/-Manubhai Patel ** Non-Executive,

IndependentNIL NA NA NA

Dr. S. Sivaram Non-Executive, Independent

5 Yes 4 -/2

Shailesh Vaidya Non-Executive, Independent

4 No 2 -/1

Kamlesh Vikamsey Non-Executive,Independent

5 Yes 5 2/4

Priyamvada Bhumkar Non-Executive,Independent

4 No - 1/-

Udayan Choksi *** Non-Executive,Independent

3 NA - 2/-

Y B Gadgil Executive Director 5 No - -/- * Girish Choksey resigned w.e.f 28th March 2019 ** Manubhai Patel resigned w.e.f 18th June 2018 *** Udayan Choksi appointed w.e.f 27th July 2018 Mr. Atul Choksey, Mr. Abhiraj Choksey and Mr. Amit Choksey are related to each other.

CORPORATE GOVERNANCE


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The details of Directorship on the Board of Listed entities, other than Apcotex, of above directors are given below:

Sr. No. Name of person Names of the listed entities where the person is a director

Category of directorship

1 Mr. Abhiraj Choksey - -

2 Mr. Atul Choksey 1 Ceat Ltd Independent Director

3 Mr. Amit Choksey - -

4 Dr. S Sivaram 1 Asian Paints Ltd Independent Director2 Supreme Petrochem Ltd Independent Director3 Deepak Nitrite Ltd Independent Director4 GMM Pfaudler Ltd Independent Director

5 Mr. Kamlesh Vikamsey 1 Navneet Education Ltd Independent Director2 Tribhovandas Bhimji Zaveri Ltd Independent Director3 GIC Housing Finance Ltd Independent Director4 PTC India Financial Services Ltd Independent Director5 Man Infraconstruction Ltd Independent Director

6 Mr. Shailesh Vaidya 1 Siyaram Silk Mills Ltd Independent Director2 Excel Industries Ltd Independent Director

7 Mrs. Priyamvada Bhumkar - -8 Mr. Udayan Choksi - -9 YB Gadgil - -

A Director of an Listed Entity shall not be a director on the Board of more than Eight (8) Listed Entities with effect from 1st April 2019, out of which he/she shall not serve as an Independent Director on the Board of more than Seven (7) Listed Entities. However, a person on the Board of a Listed entity serving as Managing Director / Whole-Time-Director shall not serve as an Independent Director on the Board of not more than Three (3) Listed Entities.

Board Skills Matrix identified by Board of Directors of the Company

The board skills matrix provides a guide as to the skills, knowledge, experience, personal attributes and other criteria appropriate for the board of the Company. The template is designed to capture the skills of the current Board, assist in the recruitment of future directors if necessary and provide guidance for the Board in its succession planning.

The Board is a skills-based board comprising directors who collectively have the skills, knowledge and experience to effectively govern and direct the Company. The Board has identified the skills and attributes required of Company directors can be broadly categorised as follows

• Governance skills (skills directly relevant to performing the Board’s key functions);

• Industry skills (skills relevant to the industry/section in which the organisation predominantly operates); and

• Personal attributes/qualities that are generally considered desirable to be an effective Director.

In addition, the Board as a whole should also encompass desirable diversity in aspects such as gender, age, or different perspectives relative to the skills and attributes noted above.

Governance SkillsSkill area Description Importance of Skill

(essential, desirable, able to rely on external advice)

Strategy Ability to think strategically and identify and critically assess strategic opportunities and threats and develop effective strategies for the Company.

Essential

Policy Ability to identify key issues and opportunities for the Company within the Polymer industry, and develop appropriate policies to define the parameters within which the organisation should operate.

Essential


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Finance Qualifications and experience in accounting or finance and the ability to:o analyse key financial statements;o critically assess financial viability and performance;o contribute to strategic financial planning;o oversee budgets and the efficient use of resources; ando oversee funding arrangements and accountability.

Essential

Risk Ability to identify key risks in a wide range of areas including legal and regulatory compliance, and monitor risk and compliance management frameworks and systems.

Essential

Information technology

Knowledge and experience in the strategic use and governance of information management and information technology including personal information privacy and security risk management.

Desirable

Executive management

Experience at an executive level including the ability to:o appoint & evaluate the performance of the MD/KMP/Senior

Managemento oversee strategic human resource management and industrial

relations

Desirable

Board experience Experience as a director of a company, preferably of a listed company, and an understanding of compliance requirements, including reporting and shareholder meeting requirements

Desirable

Commercial experience

A broad range of commercial/business experience Desirable

Technical Have technical ability and knowledge to understand the company’s product, process manufacturing technology etc Desirable

Industry SkillsSkill area Importance of Skill (essential, desirable, able to rely on

external advice)Expertise in the areas of the Company’s Business DesirableTechnicalDepth of experience with the Company Desirable

Personal Attributes/Qualities

Attribute DescriptionIntegrity (ethics) A commitment to:

o understanding and fulfilling the duties and responsibilities of a director, and maintaining knowledge

o putting the Company’s interests before any personal interestso being transparent and declaring any activities or conduct that might be a potential

conflicto maintaining Board confidentiality

Influencer and negotiator The ability to negotiate outcomes and influence others to agree with those outcomes, including an ability to gain broad stakeholder support for the Board’s decisions

Critical and innovative thinker The ability to critically analyse complex and detailed information, readily understand key issues, and develop innovative approaches and solutions to problems

Leader Leadership skills including the ability to:o appropriately represent the organisationo set appropriate Board and Company cultureo make and take responsibility for decisions and actions

The skill areas in the matrix will be regularly reviewed to ensure that the composition of skills on the Board remains aligned with the Group’s stage of development and strategic direction.

Confirmation In the opinion of the Board that the Independent Directors fulfil the conditions specified under Regulation 34(3) and 53(f) of

SEBI (LODR) Regulations, 2015 and are independent of the management. Familiarisation programmes The web link of familiarisation programmes imparted to independent directors is disclosed in Director Report.


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Details of shareholding of Directors as on 31st March 2019 The number of equity shares of face value of ` 5/- each of the Company held by the Directors as on 31st March 2019 is as

under:

Name of Directors Executive or Non-Executive Director No. of Shares % to paid up capital

Atul Choksey Non-Executive Director 31,10,700 15.00Abhiraj Choksey (including Abhiraj Choksey HUF)

Executive Director 27,10,287 13.07

Amit Choksey Non-Executive Director 1,10,050 0.53Dr. Sivaram Non-Executive Director Independent -- --Shailesh Vaidya Non-Executive Director Independent -- --Kamlesh Vikamsey Non-Executive Director Independent -- --Priyamvada Bhumkar Non-Executive Director Independent 10,000 0.05Udayan Choksi Non-Executive Director Independent -- --Y B Gadgil Executive Director 2,600 0.01

Responsibilities: The Board looks at strategic planning and policy formulation. The Board meets at least once in every quarter to review the

Company’s operations and the intervening gap between the meetings is within the period prescribed under the Companies Act 2013. During the year under review the Board met five (5) times. The agenda of the Board meeting is circulated to all the Directors well in advance and contains all the relevant information. The Managing Director is responsible for corporate strategy, planning, external contacts and Board Matters. The Executive Director is responsible for Plant Operations. The senior management personnel heading respective divisions are responsible for all day-to-day operations related issues, productivity, recruitment, and employees retention for their divisions.

3. Committees The Company has constituted various committee(s) in compliance with the provisions of the Companies Act, 2013 and

SEBI (LODR) Regulations, 2015. The Company Secretary acts as the Secretary to all the Committees. Each of these Committees has the authority to

engage outsider experts, advisors, and counsels to the extent it considers appropriate to assist in its functions. Minutes of the Committee meetings are circulated to the Directors and placed before the Board meeting for noting thereat.

Audit Committee The Audit Committee was constituted in April 2000, which was reconstituted by the Board of Directors in their meeting

held on 26th April 2014 in compliance with the Companies Act, 2013. During the year under review, four meetings of the Committee were held on i) 3rd May 2018, ii) 27th July 2018 iii) 1st November 2018 and iv) 29th January 2019.

The Audit Committee comprises of three non-executive independent directors viz. Mr. Kamlesh Vikamsey as the Chairman, Mrs. Priyamvada Bhumkar and Mr. Udayan Choksi, as members.

Attendance at the Audit Committee meetings during the year under review are given below:

Name Non-Executive / Independent Numbers of Meetings held – FourAttended

Kamlesh Vikamsey Non-Executive, Independent 4M. G. Patel (resigned w.e.f 18th June 2018) Non-Executive, Independent NILGirish C. Choksey(resigned w.e.f 28th March 2019)

Non-Executive 1

Priyamvada Bhumkar Non-Executive, Independent 3Udayan Choksi (appointed w.e.f 27th July 2018) Non-Executive, Independent 2

The Audit Committee invites the executives of the Company, as it considers appropriate, representatives of Statutory Auditor and representatives of the Internal Auditor at its meetings.

The role of the Audit Committee includes the followings pursuant to Regulation 18 of SEBI (LODR) Regulations, 2015 read with Section 177 of the Companies Act, 2013:

1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for terms of appointment and remuneration of Auditors of the Company;


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3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors; 4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to

the Board for approval, with particular reference to: a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in

terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management d. Significant adjustments made in financial statements arising out of audit findings e. Compliance with listing and other legal requirements relating to quarterly and yearly financial statements f. Disclosure of any related party transactions g. Modified opinion in the draft audit report. 5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval; 6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,

rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report to be submitted by monitoring agency with regard to utilisation of proceeds of a public or rights issue, and making appropriate recommendations to Company’s Board;

7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process; 8. Approval or any subsequent modification of transactions of the company with related parties; 9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertaking or assets of the company, whenever it is necessary; 11. Evaluation of internal financial controls and risk management systems; 12. Reviewing, with the management, performance of Statutory and Internal Auditors, reviewing Internal Control Systems

in the organisation; 13. Reviewing adequacy of internal audit function, if any, including structure of internal audit department, staffing and

seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors over significant findings and follow up there on; 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected

fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-

audit discussion to ascertain any area of concern; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in

case of non-payment of declared dividends) and creditors; 18. To review the functioning of the Whistle Blower mechanism; 19. Approval of appointment of CFO; 20. Approval or any subsequent modification/ changes of Related Party Transactions; 21. To investigate into any matter specified under Section 177(4) or any matter referred by the Board. 22. The Committee has power to obtain external professional help/ advice and has right to ask for any information/

explanation. 23. To review the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding

rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower, if any.

4. Nomination and Remuneration Committee: Pursuant to provisions of Section 178 of the Companies Act, 2013 and other applicable provisions, the Remuneration

Committee was reconstituted as “Nomination and Remuneration Committee” by the Board of Directors in their meeting held on 26th April 2014, in compliance with the Companies Act, 2013. The present Members of Committee are - Dr. S. Sivaram, Mr. Atul Choksey, Mr. Kamlesh Vikamsey and Mrs. Priyamvada Bhumkar. Dr. S. Sivaam, Mr. Kamlesh Vikamsey and Mrs. Priyamvada Bhumkar are the non-executive independent director of the Company.

The Nomination and Remuneration committee met twice during the financial year viz. i) 27th July 2018 and ii) 28th March 2019. The necessary quorum was present for all the meetings. The Chairman of the Nomination & Remuneration Committee meeting was present at the last Annual General Meeting. The composition of the Committee during the financial year and the details of the meetings held and attended by the members are as under:


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Name Non-Executive / Independent Numbers of Meetings held - TwoAttended

Dr. S. Sivaram Non-Executive Independent 2Mr. Atul Choksey Non-Executive 2Mr. Kamlesh Vikamsey Non-Executive Independent 2Mrs. Priyamvada Bhumkar (appointed w.e.f 27th July 2018)

Non-Executive Independent 1

Mr. MG Patel (Resigned w.e.f 18th June 2018) Non-Executive Independent NIL

The broad terms of reference of the Nomination and Remuneration Committee are as under: • formulation of the criteria for determining qualifications, positive attributes and independence of a director and

recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• formulation of criteria for evaluation of performance of independent directors and the board of directors; • devising a policy on diversity of board of directors; • identifying persons who are qualified to become directors and who may be appointed in senior management in

accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. • Whether to extend or continue the term of appointment of the independent director, on the basis of the report of

performance evaluation of independent directors. • recommend to the board, all remuneration, in whatever form, payable to senior management The Nomination and Remuneration Policy is devised in accordance with Section 178 of the Companies Act, 2013 has

been published elsewhere in this report as Annexure to the Directors Report. The performance evaluation criteria for independent director are provided in the Director Report. Further, the details of remuneration paid to all the Directors and other disclosures as required to be made under Regulation 34(3) of SEBI (LODR) Regulation 2015 have been provided in this Report.

5. Remuneration of Directors/ Remuneration Policy: Non-executive Directors are paid sitting fees for each meeting of the Board or its committees attended by them and are

also eligible for commission. The shareholders of the Company at the meeting held on 17th August 2017 had authorised the payment of commission to the Non-Executive Directors @ 1% of net profit of the Company, calculated in accordance with provisions of Section 197 and 198 of the Companies Act, 2013. The allocation of commission to Non-Executive Directors is determined by the Board based on various criteria like time spent, involvement in various decision making process and the individual contribution etc.

The payment of Commission, in the excess of 50% of the total Commission as computed under provisions of Section 198 of the Companies Act, 2013, available for Non-Executive Directors of the Company, to any one Director, needs to be approved by the Shareholders by way of Special Resolution.

The Sitting fees paid during the year and the Commission proposed for the year 2018-19 are as under:

Name of Director Sitting Fees Commission TotalMr. Atul Choksey 1,10,000 48,00,000 49,10,000Mr. Girish Choksey * 60,000 NIL 60,000Mr. Amit Choksey 70,000 NIL 70,000Mr. M.G.Patel ** NIL NIL NILDr. S. Sivaram 1,70,000 3,00,000 4,70,000Mr. Shailesh Vaidya 1,40,000 3,00,000 4,40,000Mr. Kamlesh Vikamsey 2,65,000 3,00,000 5,65,000Mrs. Priyamvada Bhumkar 1,90,000 3,00,000 4,90,000Mr. Udayan Choksi *** 1,50,000 2,00,000 3,50,000

* Girish Choksey resigned w.e.f 28th March 2019 ** Manubhai Patel resigned w.e.f 18th June 2018 *** Udayan Choksi appointed w.e.f 27th July 2018


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Remuneration paid to Directors for the financial year 2018-19 is as under:

Name Mr. Abhiraj Choksey Mr. Y B Gadgil

Salary 101.70 lacs 41.71 lacs

Variable Pay As per Company’s Policy. As per Company’s Policy.

Provident Fund 3.99 lacs 1.83 lacs

Perquisites 6.83 lacs Nil

Notice Period 6 months 2 months

Details of Service contracts with Directors

Director Service Contract and Period Severance Fees

Mr. Abhiraj ChokseyManaging Director

Agreement date: 25-04-2019:Period:01-05-2019 to 30-04-2022

Nil

Mr. Y B GadgilExecutive Director

Period:06-02-2019 to 31-03-2020 Nil

6. Stakeholders Relationship Committee’: Pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015,

the present Stakeholders Relationship Committee Members are – Mr. Shailesh Vaidya, Mr. Udayan Choksi and Mr. Abhiraj Choksey

The Stakeholders Relationship Committee met once during the financial year on 18th March 2019. The necessary quorum was present for the meeting. The composition of the Committee during the financial year and the details of the meeting held and attended by the members are as under:

Name Non-Executive / Independent Numbers of Meetings held - OneAttended

Mr. Shailesh Vaidya Non-Executive Independent 1

Mr. Udayan Choksi (appointed w.e.f 27th July 2018)

Non-Executive Independent 1

Mr. Girish Choksey(Resigned w.e.f 28th March 2019)

Non-Executive 1

Mr. Abhiraj Choksey (appointed w.e.f 28th March 2019)

Managing Director Not applicable

Mr. M G Patel(Resigned w.e.f 18th June 2018)

Non-Executive Independent Not Applicable

The broad terms of reference of Stakeholders Relationship Committee as set out in the SEBI (LODR) Regulations, 2015 read with Section 178 of the Companies Act, 2013 will include the following:

l Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

l Review of measures taken for effective exercise of voting rights by shareholders.

l Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

l Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company


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The details of correspondences/grievances received and redressed during the financial year 2018-19 by the Company through the Registrars, Link Intime India Pvt Ltd, are as under;

CorrespondenceSource Received Redressed/Attended

A. List of Type of complaintsDirectly from the shareholders 55 55SEBI 6 6Stock Exchange 2 2NSDL 1 1Court Case 2 2Total (A) 66 66B. List of Type of requestChange of Address 214 214POA Registration 0 0Registration of Nomination 10 10Change of Status / Category 10 10Stop Transfer / Procedure for Duplicate Certificate 201 201Correction of Name/Address 57 57Change of Signature 89 89Issue of Duplicate Certificate 87 87Registration of NECS / ECS Details 150 150Confirmation of Details 0 0Non Receipt of Dividend / Interest / Redemption Warrant 8 8Procedure For Transmission / Deletion / Transposition 171 171Issue of Duplicate Dividend Warrant 189 189Exchange of Share Certificates 145 145Issue of Fresh Demand Draft 19 19Un-Claimed Dividend 12 12Request For Annual Report 1 1Receipt of IEPF 5 claim form 2 2KYC updation as per SEBI circular 531 531Total (B) 1896 1896Grand Total (A+B) 1962 1962

Mr. Anand V. Kumashi, has been appointed as the Compliance Officer, as required by Regulation 6 of SEBI (LODR) Regulations 2015. He has been entrusted the task of meeting fully the requirements of the said Regulation and overseeing the share transfer work done by the Registrars and Share Transfer Agents; attending to grievances of the shareholders and investors; compliance with the statutory and regulatory requirements etc. of SEBI, and stock exchanges.

With reference to Regulation 46 of SEBI (LODR) Regulations, 2015 the Company has designated exclusive e-mail ID as [email protected] for investors to register their grievances, if any. This has been initiated by the company to resolve investors’ grievances, immediately. The Company has displayed the said e-mail ID on its Website for the knowledge of Investors.

7. Corporate Social Responsibility Committee: Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Board of Directors of the Company had

constituted a “Corporate Social Responsibility Committee” in their meeting held on 26th April 2014, in compliance with the Companies Act, 2013 comprising of three Directors including an Independent Director viz. Mr. Shailesh Vaidya, Mr. Atul Choksey - Chairman and Mr. Abhiraj Choksey – Managing Director.

The broad terms of reference of the Corporate Social Responsibility (CSR) Committee are as under: a) Formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the

Company as per the Companies Act, 2013; b) To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company; c) To monitor the CSR policy of the Company from time to time; d) Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be

directed by the Board of Directors from time to time.


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The Committee met on 23rd April 2019. The necessary quorum was present for the meeting. The composition of the Committee during the financial year 2018-19 and details of meeting held and attended by the Directors are as under:

Name Non-Executive / Independent Numbers of Meetings held - One Attended

Mr. Shailesh Vaidya Non-Executive Independent 1Mr. Atul Choksey Non-Executive 1Mr. Abhiraj Choksey Managing Director 1

The CSR policy devised in accordance with provisions of Section 135 of the Companies Act, 2013 and the details about the development of CSR Policy and initiatives under taken by the Company on CSR during the financial year as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have also been appended as an Annexure to the Directors Report.

8. General body meetings: During the preceding three years, the Company’s Annual General Meeting were held at Saphire, Royal Tulip Hotel, 26/B,

Sector 7 Kharghar, Navi Mumbai, Maharashtra 410210 (2017-18 and 2016-17) and Plot no. 3/1, MIDC Industrial Area, Taloja-410208, Dist. Raigad, (2015-16)

Details of last three Annual General Meetings Held:

Year Date Time Special resolution/s passed2017-18 27th July 2018 04.00 p.m Yes(One)*2016-17 17th August 2017 04.30 p.m Yes(One)*2015-16 10th August 2016 04.00 p.m Yes(Three)*

*Special Resolution/s passed: 2017-18: Shifting of Registered Office of the Company 2016-17: Payment of Commission to Directors 2015-16: a. Re-appointment of Mr. Abhiraj Choksey as Managing Director for a further period of 3 years. b. Alteration of Memorandum of Association for increased in authorized share capital. c. Alteration of Articles of Association for increased in authorized share capital. Special Resolution passed through postal ballot None of the business proposed to be transacted in the ensuing AGM require passing a special resolution through postal

ballot.9. Means of Communication: a. The quarterly, half yearly and annual results of the Company’s financial performances were published in two

newspapers viz. ‘Business Standard’ and ‘Mumbai Lakshadeep’, and displayed on Company’s website, www.apcotex.com.

b. The Annual Report is circulated to all members, and is also available on the Company’s website. c. The Annual Report of the Company for the financial year 2018-19 is being e-mailed to the members whose e-mail

addresses are available with the depositories or are obtained directly from the members, as per section 136 of the Companies Act, 2013 and Rule 11 of the Company (Accounts) Rules, 2014 and Regulation 36 of SEBI (LODR) Regulations, 2015. For other members, who have not registered their e-mail addresses, the Annual Report has been sent at their registered address. If any member wishes to get a duly printed copy of the Annual Report, the Company will send the same, free of cost, upon receipt of request from the member.

d. Quarterly/event wise presentations made to institutional investors/analysts is uploaded on website of Stock Exchanges i.e BSE Ltd and NSE Ltd and displayed on Company’s website, www.apcotex.com .

10. General Shareholders Information: a. 33rd Annual General Meeting will be held on Tuesday, 4th June 2019 at 11.00 am at EBONY Hall, Tunga Hotel, Plot

No. 37, Sector 30 - A, Vashi, Navi Mumbai 400 703 b. The Company’s financial Year is 1st April to 31st March c. Dividend payment date: on or after 4th June 2019. d. Listing on Stock Exchanges: The Company’s equity shares are listed on BSE Ltd and NSE Ltd, Mumbai. The Annual

Listing fees have been paid and there is no outstanding payment towards the stock exchanges, as on date.


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e. Stock Code: BSE Limited - 523694 Symbol: NSE Limited. – APCOTEXIND f. Market Price Data: Monthly high and low prices of equity shares of the company quoted at BSE and NSE during the year 2018-19.

(Amount in `)Month BSE NSE

High Low High LowApril 603 497 605 504May 611 520 613 520June 548 498 550 492July 577 490 578 492August 650 550 644 550September 669 575 669 578October 575 505 583 501November 578 526 570 523December 550 513 550 506January 540 455 539 454February 481 429 478 430March 526 453 530 451

g. Stock Performance Index :

h. Dates of book closure: Saturday, 25th May 2019 to Monday, 3rd June 2019 (both days inclusive) for the Purpose of AGM and payment of dividend.

i. Registrars and Share Transfer Agents: The Company has appointed Link Intime India Pvt Limited as its Registrars and Share Transfer Agents w.e.f 1st

August 2006. Share Transfers, dematerialisation of shares, and all other investors related activities are attended and processed at the office of the Registrars and Share Transfer Agents at the following address :

Link Intime India Pvt Ltd C-101, 247 Park, L.B.S. Marg, Vikhroli (W), Mumbai- 400 083 Tel. No.- 022-49186000, 49186270 Fax : (022) 49186060 Email : [email protected]


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j. Share Transfer System: Company’s shares are compulsorily traded in the demat segment on the stock exchange(s), and most transfers of

shares take place in electronic form. For expediting Physical transfer of shares, the Board has delegated the share transfer formalities to the officials

of Registrar and Share Transfer Agent, to approve the transfer of shares on every Monday. Physical transfers are effected well within the stipulated period of 30 days.

Share Transfers Share Transfer Forms (SH-4) for shares held in physical mode which are received by the Company/Link Intime India

Pvt Ltd, complete in all respects are promptly processed and the share certificates are returned to the transferees within a period of 30 days from the date of receipt of transfer. Share transfer forms which are incomplete or cases where the Company/ Link Intime India Pvt Ltd has noticed irregularities in the document are immediately returned to the transferees by registered post.

SEBI vide its Circular No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 amended Regulation 40 of SEBI (LODR) Regulations, 2015 pursuant to which after 31st March 2019 transfer of securities could not be processed unless the securities are held in the dematerialized form with a depository.

Members holding shares in physical form are requested to dematerialize their holdings at the earliest as it will not be possible to transfer shares held in physical mode after 31st March 2019.

Nomination facility for shareholding As per the provisions of Section 72 of the Companies Act 2013, facility for making nomination is available for Members

in respect of shares held by them. Members holding shares in physical form may obtain a nomination form (Form SH-13), from the Share Department of the Company/ Link Intime India Pvt Ltd. Members holding shares in dematerialized form should contact their Depository Participants (DP) in this regard.

Permanent Account Number (PAN) Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card

of the transferor(s), transferee(s), surviving joint holders/legal heirs be submitted to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.

Members attention is invited to SEBI’s circular no SEBI/HO/MIRSD/0081/CIR/P/2018/73 dated April 20, 2018, pursuant to which the Company has written to shareholders holding shares in physical form, requesting them to furnish details regarding their PAN and also their bank details for payment of dividend through electronic mode. Those shareholders, who are yet to respond to the Company’s request in this regard, are once again requested to take action in the matter at the earliest.

Subdivision of shares The Board of Directors of your Company have proposed to subdivide the face value of its Equity Shares from ` 5/-

each fully paid-up ` 2/- each fully paid, subject to approval of the shareholding in the ensuing general meeting. On approval of the shareholders and ex-sub-division of equity shares, the old shares having face value of ` 5/- are no longer tradable or invalid and stands cancelled. The Company will send the new share certificate of face value of ` 2/- each, to all members holding the shares in the physical mode, even without surrendering the old share certificate of face value of ` 5/- each which automatically stands cancelled. The Members holding the shares in the electric form will be credited with the required number of shares through corporate action on the ex-subdivision date.

k. Distribution of Shareholding as on 31st March 2019:

Category No. of Shareholders % to total no. of Shareholders

Share Amount % of total issued amount

1 - 2500 19,710 90.06 1,15,75,025 11.16 2501 - 5000 1,088 4.97 41,19,350 3.975001 - 10000 530 2.42 39,81,795 3.84

10001 – 15000 137 0.63 17,22,170 1.6615001 - 20000 118 0.54 21,58,600 2.0820001 - 25000 61 0.28 13,97,360 1.3525001 - 50000 115 0.53 43,22,640 4.17

50001 and above 124 0.57 7,44,12,980 71.77Total 21,883 100.00 10,36,89,920 100.00


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l. Dematerialisation of Shares:

The shares of the Company are available for dematerialisation (holding of shares in electronic form) on both the depositories viz. NSDL and CDSL.

Equity Shares of the company are to be compulsorily traded in the dematerialised form. As on 31st March 2019, 1,97,53,614 Equity Shares comprising of 95.25% of paid up capital of the company, have been dematerialised by the investors and bulk of transfers take place in the demat segment.

m. Outstanding Stock

Outstanding GDR’s/ADR’s/Warrants or any convertible instruments, conversion data and impact on equity: NIL

n. Commodity Price Risk or Foreign Exchange Risk and Hedging Activities

The Company is not dealing / trading in any commodities / exchanges, hence does not have any exposure to commodity price risk.

Company imports couple of bulk materials for which Options / Forward covers are taken immediately on crystallisation of the liability

The Company has a dynamic risk management framework to identify, monitor, mitigate and minimize foreign currency risk

o. Plant Locations

Taloja Plant:Plot No.3/1, MIDC Industrial AreaTaloja – 410 208, Dist. Raigad,Telephone: 022 2740 3500Fax: 022 2741 2052

Valia Plant:Village – Dungri,Tal- Valia, Ankleshwar – 393135.Dist – Bharuch, Gujarat

p. Address for correspondence

Investor correspondence may be addressed to any of the following:

Registered Office Registrar & Share Transfer Agents49-53, Mahavir Centre, Sector 17Vashi, Navi Mumbai - 400 703Tel. No: 022 27770800

Link Intime India Pvt LtdC-101, 247 Park, L.B.S. Marg,Vikhroli (W), Mumbai - 400 083Tel. No.-022-49186000, 49186270 Fax - (022) 49186060

Website: www.apcotex.comE-mail: [email protected]

Website: www.linkintime.co.inE-mail. : [email protected]

q. Credit Rating

ICRA has reaffirmed the credit rating of ICRA AA- (stable) for the long term and ICRA A1+ for short term financial instruments of the Company. This reaffirms the high reputation and trust the Company has earned for its sound financial management and its ability to meet financial obligations.

r. Categories of Shareholding as on 31st March 2019:

Sr. No. Category No. of Shares % of shareholding1. Promoters’ Holding

Indian Promoters 1,20,13,907 57.932. Non promoters’ Holding

Mutual Funds/Trusts/clearing membersInsurance companies/Banks/Financial InstitutionIndian PublicDirectors/RelativesHindu Undivided FamilyNon Resident IndiansOther Corporate BodiesIEPF AuthorityAlternate Investment Funds

1,16,85714,270

71,26,42613,118

2,07,4763,69,5738,13,051

50,41412,892

0.560.07

34.380.061.001.783.920.240.06

Total 2,07,37,984 100.00


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s. Proposed Dividend:` 7.50/- (Rupees Seven and fifty paise only) for Equity Shares of ` 5/- each. t. Electronic Clearing Service (ECS): The Company has extended the ECS facility to shareholders to enable them

to receive dividend through electronic mode in their bank account. The Company encourages members to avail of this facility as ECS provides adequate protection against fraudulent interception and encashment of dividend warrants, apart from eliminating loss/damage of dividend warrants in transit and correspondence with the Company on revalidation/issuance of duplicate dividend warrants.

u. Bank Details for electronic shareholding: Members are requested to notify their depository participant (DP) about the changes in bank details. Members are requested to furnish complete details of their bank accounts, including the MICR codes of their banks, to their DPs.

v. Furnish copies of Permanent Account Number (PAN): The members are requested to furnish their PAN which will help us to strengthen the compliance with KYC norms and provisions of prevention of Money Laundering Act, 2002.

For transfer of shares in physical form, SEBI has made it mandatory to the transferee to submit a copy of PAN card to the Company.

w. ISIN allotted to Equity Shares is INE116A01024 x. Corporate Identification Number (CIN No.): L99999MH1986PLC039199

11. Other Disclosures: a. Related Party Transactions: During the year, there were no material related party transactions i.e. transactions of the Company of a material nature

with its promoters, the Directors or the management, their subsidiaries or relatives etc. that may have a potential conflict with the interests of the Company at large. The details of Related Party Transactions are given in Annexure to the Directors Report.

b. Compliances: The Company believes that it has complied with all the regulations of Stock Exchanges, SEBI or other statutory

authority/ties on matters related to capital markets. No penalty has been imposed or strictures passed during the year against the Company by SEBI, Stock Exchange(s), or any other statutory authority.

c. Vigil Mechanism or Whistle-Blower Policy: Pursuant to Section 177 of the Companies Act, 2013 and the Regulation 22 of SEBI (LODR) Regulation, 2015, the

Company has a Whistle-Blower Policy for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company‘s Code of Conduct and Ethics policy. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. We affirm that no employee of the Company was denied access to the Audit Committee. The said Whistle-Blower Policy has been hosted on the website of the Company at https://apcotex.com/policy/Whistle_Blower_Policy.pdf

d. Web link of policy on dealing with related party transactions: The web link of policy on dealing with related party transactions is provided in Director Report. e. Certificate from company secretary in practice The Company has obtained a certificate from Mr. Mahesh Hurgat, Company Secretary in practice that none of the

directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

f. Recommendation of Committee All the recommendations of the committees are accepted by the Board g. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013 The Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 is provided in Director Report h. Risk Management: The Company has since 2004-05, undertaken the exercise of identifying risks being faced by the company and ways

of managing such risks. Risk minimisation is being built up in the operating systems. Risks are periodically reviewed at both Audit committee level and Board of Directors of the company.


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i. Meeting of Independent Directors: The company’s Independent Directors met on 28th March 2019 without the presence of the Managing Director, Non-

Executive Non-Independent Directors and the Management representatives. The meeting was attended by all the Independent Directors and was conducted informally to enable the Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their combined views to the Board of Directors of the Company.

j. Code of Conduct: The Company has adopted a Code of Conduct for Directors and members of Senior Management which was revised

and approved by Board at the their Meeting held on 28th March 2019 in compliance with recently amended SEBI (Prohibition of Insider Trading) Regulations. The Code is available on the Company’s Website at https://www.apcotex.com/policy/Code%20of%20Conduct%20for%20Board%20Members%20&%20SMP.pdf . All Board members and senior management personnel have affirmed compliance with the code. A declaration to that effect signed by Mr. Abhiraj A. Choksey, Managing Director is appearing in the Annual Report.

k. Prohibition of Insider Trading: In compliance with the provisions of SEBI (Prohibition of Insider Trading Regulations) 2015, as amended from time

to time, to preserve the confidentiality and prevent misuse of unpublished price sensitive information (UPSI)/Leak of UPSI, the Company has adopted a Code of Conduct for Insider Trading for prohibition of Insider trading which was revised and approved by Board at their meeting held on 28th March 2019, for Promoters, Member of Promoter group, directors, Designated Person/ Employees, their immediate relatives, designated persons of material subsidiary Company and substantial shareholders in the listed Companies. This policy also provides for periodical disclosures from the designated person as well as pre-clearances of transactions by such persons.

l. MD and CFO Certification: Certificate from Mr. Abhiraj Choksey, Managing Director and Mr. Suraj Badale, CFO, in terms of Regulation 17 of SEBI

(LODR) Regulations, 2015, was placed before the Board of Directors of the Company in its meeting held on 25th April 2019.

m. Management Discussion and Analysis forms part of the Directors Report. n. Certification of Corporate Governance Report: Certificate from Mr. Mahesh Hurgat, Practicing Company Secretary, (Membership no.-7139) on Corporate Governance,

as required by Regulation 34 of SEBI (LODR), Regulations, 2015, is incorporated in this Annual Report.12. Unclaimed Dividend Under the Companies Act, 2013, dividends that are unclaimed for a period of seven years are to be transferred to the

Investors Education and Protection Fund, administered by the Central Government. The table given below gives the dates of dividend declaration or payment and the corresponding date when unclaimed dividends will be due to be transferred to the Central Government.

Year Dividend Account No. Bank name Date of declaration Date due for transfer to Central Government

2011-12 32385456081 State Bank of India 05/07/2012 04/07/20192012-13 33052231411 State Bank of India 28/06/2013 27/06/20202013-14 33955651985 State Bank of India 31/07/2014 29/07/20212014-15 35071962068 State Bank of India 31/07/2015 29/07/20222015-16 35933618597 State Bank of India 10/08/2016 09/08/20232016-17 37018745044 State Bank of India 17/08/2017 16/08/20242017-18 37799003587 State Bank of India 27/07/2018 26/07/2025

The concerned shareholders are requested to get their uncashed dividend warrants revalidated and encashed thereafter. Transfer of the ‘Shares’ into Investor Education and Protection Fund (IEPF) (in cases where dividend has not been

claimed for seven consecutive years.) In terms of Section 124(6) of the Act read with Investor Education & Protection Fund (IEPF) Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 as amended, and Notifications issued by the Ministry of Corporate Affairs from time to time, the Company is required to transfer the shares in respect of which dividends have remained unclaimed for a period of seven consecutive years or more to the IEPF Account established by the Central Government. As required under the said Rules, the Company has transferred 32232 equity shares to the IEPF account during the financial year.

Guidelines for Investors to file claim in respect of the Unclaimed Dividend or Shares transferred to the IEPF With effect from September 7, 2016, Investors/Depositors whose unpaid dividends, matured deposits or debentures etc.

have been transferred to IEPF under Companies Act, 1956 and/or the Act, can claim the amounts. In addition, claims can also be made in respect of shares which have been transferred into the IEPF, as per the procedures/guidelines stated below:

a. Download the Form IEPF-5 from the website of IEPF (http://www.iepf.gov.in) for filing the claim for the refund of dividend/shares. Read the instructions provided on the website/instruction kit along-with the e-form carefully before filling the form.


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b. After filling the form, save it on your computer and submit the duly filled form by following the instructions given in the upload link on the website. On successful uploading, an acknowledgement will be generated indicating the SRN. Please note down the SRN details for future tracking of the form.

c. Take a print out of the duly filled Form No. IEPF-5 and the acknowledgement issued after uploading the form. d. Submit an indemnity bond in original, copy of the acknowledgement and self attested copy of e-form along with other

documents as mentioned in the Form No. IEPF-5 to the Nodal Officer (IEPF) of the Company at its Registered Office in an envelope marked “Claim for refund from IEPF Authority” / “Claim for shares from IEPF” as the case may be. Kindly note that submission of documents to the Company is necessary to initiate the refund process.

e. Claim forms completed in all respects will be verified by the concerned Company and on the basis of Company’s Verification Report, refund will be released by the IEPF Authority in favour of claimants’ Aadhar linked bank account through electronic transfer and/or the shares shall be credited to the demat account of the claimant, as the case may be.

The Nodal Officer of the Company for IEPF Refunds Process is Mr Anand Kumashi whose e-mail id is [email protected]

Dealing with securities which have remained unclaimed Under Regulation 39(4) of SEBI (LODR) Regulations, 2015 read with Schedule VI “Manner of dealing with Unclaimed

Shares”, Companies are required to dematerialize such shares which have been returned as “Undelivered” by the postal authorities and hold these shares in an “Unclaimed Suspense Account” to be opened with either one of the Depositories viz. NSDL or CDSL.

All corporate benefits on such shares viz. bonus, dividends etc. shall be credited to the unclaimed suspense account as applicable for a period of seven years and thereafter be transferred in accordance with the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 (IEPF Rules) read with Section 124(6) of the Act.

Declaration – Code of Conduct The Board has laid down the code of conduct for the all the Board Members and Senior Management of the company, which is posted on the Company’s Website. All the Board Members and Senior Management personnel of the company, for the financial year ended 31st March 2019, have affirmed compliance with code of conduct.

For Apcotex Industries Limited

Abhiraj ChokseyDate : 25th April 2019 Managing DirectorPlace : Mumbai DIN: 00002120

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE;

To the Members of Apcotex Industries Limited49-53, Mahavir Centre, Sector 17Vashi, Navi Mumbai - 400 703I have examined the compliance of conditions of Corporate Governance by Apcotex Industries Limited for the financial year 2018-19, as stipulated under Regulation 34 of SEBI (LODR) Regulations 2015.The Compliance of conditions of Corporate Governance is the responsibility of the management. My examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.In My opinion and to the best of our information and according to the explanations given to me, and the representations made by the Directors and the management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulation 34 of SEBI (LODR) Regulations 2015 .I further state that such compliance is neither an assurance as to the future viability of the Company or the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Mahesh HurgatPracticing Company Secretary

ACS No. 7139C.P. No. 2498

Date : 25th April 2019Place : Mumbai


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Managing Director and Chief Financial Officer (CFO) CertificationWe the undersigned, in our respective capacities as Managing Director and CFO of Apcotex Industries Ltd to the best of our knowledge and belief certify that:A. We have reviewed the Financial Statement for the financial year ended 31st March 2019 and that to the best of our

knowledge and belief: 1. These Statements do not contain any materially untrue statement or omit any material fact or contain statements that

might be misleading; 2. These Statements together present a true and fair view of the Company and are in compliance with existing Indian

Accounting Standards, applicable laws and regulations.B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the financial year

which are fraudulent, illegal or violative of the Company’s code of conduct.C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated

the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the auditors and the Audit committee 1. significant changes in internal control over financial reporting during the financial year; 2. significant changes in accounting policies during the financial year and that the same have been disclosed in the notes

to the accounts; and 3. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management

or an employee having a significant role in the Company’s internal control system over financial reporting.

Abhiraj Choksey Suraj BadaleManaging Director Chief Financial Officer

Date: 25th April 2019Place: Mumbai


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To The Members of Apcotex Industries Limited

Report on the Financial statement

Opinion

We have audited the accompanying financial statement of Apcotex Industries Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the financial statement, including a summary of significant accounting policies and other explanatory information (herein after referred to as ‘the financial statement’).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statement give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India,of the state of affairs of the Company as at 31st March 2019, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial statement section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statement under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statement of the current period. These matters were addressed in the context of our audit of the financial statement as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.

Key Audit Matters Audit Approach

1. Enhancement of Company’s ERP System:During the year the Company has enhanced its ERP system by migrating from Microsoft Dynamics NAV to SAP S/4 HANA.During any period of significant system change, there is an increased risk to the internal financial control environment following system integration, migration of activities and other changes.

Our procedures focused on key processes and controls over the system critical to our audit. These included management of the systems, access to the systems, operations, back up and restore.We updated our understanding of the Company’s applications and transitions that have impacted our financial statement audit by carrying out walk through tests.

Information Other than the Financial statement and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Corporate Governance and Shareholder’s Information, but does not include the financial statement and our auditor’s report there on. Our opinion on the financial statement does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statement our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statement or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information,we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Financial statement

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act, with respect to the preparation of these financial statement that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and

INDEPENDENT AUDITOR’S REPORT


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prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statement, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of the Financial Statement

Our objectives are to obtain reasonable assurance about whether the financial statement as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statement, including the disclosures, and whether the financial statement represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statement that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statement may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statement.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in the internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statement of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter:

The previously issued Financial statement of the Company for the year ended 31st March 2018 prepared in accordance with Companies (Indian Accounting Standards) Rules, 2015


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were audited by another firm of Chartered Accountants whose report dated on 3rd May 2018 for the year ended on 31st March 2018 expressed an unmodified opinion on those Financial statement.

Our opinion is not modified in respect of above matter

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in the paragraphs 3 and 4 of the order, to the extent applicable.

2) As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statement comply with the Indian Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the director is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164(2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls refer to our separate report in “Annexure B”;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended,we report that in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statement – Refer Note 37(a) to the financial statement;

(ii) The Company has made provision, as required under the applicable law or Indian accounting standard, for material foreseeable losses, if any on long-term contracts including derivative contracts – Refer Note 40 to the financial statement;

(iii) There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.

For SGDG & ASSOCIATES LLPChartered AccountantsFirm’s Registration No: W100188

ShARAD GUPTAPartnerMembership No: 116560

Place: MumbaiDated: 25th April 2019


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(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The Company has a program of verification to cover all items of fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties and/or lease agreements in case immovable properties are taken on lease are held in the name of the Company, except:

Sr. No.

Total No of cases

Type of Assets

Gross Block as at 31st March 2019

(` in Lakh)

Net Block as at 31st March 2019

(` in Lakh)

Remarks

1 1 Lease Hold Land

399.93 346.85 The Company is in the process of transferring the title deeds in its name

(ii) The Management has conducted physical verification of the inventories at reasonable intervals. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

(iii) The Company has not granted any loans secured or unsecured, to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the Company has not advanced any loans to the parties covered under section 185 of the Act. The company has not given any loans and guarantees but has made investments in the securities of other body corporate within the limits specified by section 186 of the Act.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public as per the provisions of section 73, 74, 75 and 76 or any other relevant provisions of the Act. and the Rules framed there under to the extent notified.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government of India for the maintenance of cost records under section 148(1) of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and based on the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Custom Duty, Goods and Service Tax, Cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and based on the records of the Company examined by us, in our opinion, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Custom Duty, Goods and Service Tax, Cess and other material statutory dues, as applicable were in arrears as at 31st March 2019 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and based on the records of the Company examined by us, the particulars of dues of Income Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty, Value Added Tax, Goods and Service Tax, Cess as at 31st March 2019 which have not been deposited on accounts of any disputes are as follows:

ANNEXURE – A TO ThE INDEPENDENT AUDITOR’S REPORT


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Sr.No.

Name of the Statue

Nature of Dues

Amount (` in Lakh)

Financial Year for which amount

relates

Forum where the dispute is pending

1 Income Tax Act, 1961

Income Tax 580.76 2002-03, 2010-11 to 2013-14

Commissioner of Income Tax (Appeals)

2 Income Tax Act, 1961

Income Tax 8.00 2007-08 Income Tax Appellate Tribunal

3 Maharashtra Value Added Tax

Value Added Tax

1.70 2006-07 Bombay High Court

4 Maharashtra Value Added Tax

Value Added Tax

73.49 2007-08 to 2011-12 Joint Commissioner of Sales Tax (Appeals)

5 Profession Tax Profession Tax 2.29 2007-08 Assessing Officer

6 Profession Tax Profession Tax 0.90 2009-10 Joint Commissioner Appeals

7 Customs Act Custom Duty 142.09 2000-01 to 2004-05 Supreme Court

8 Central Excise Act Excise Duty 0.13 2007-08 Tribunal

9 Central Excise Act Excise Duty 1.59 2009-10 to 2011-12 Deputy Commissioner

10 Central Excise Act Service Tax 83.36 2005-06 to 2014-15 Customs Excise and Service Tax Appellate Tribunal

11 Central Excise Act Service Tax 18.62 2015-16 to 2016-17 Customs Excise and Service Tax Appellate Tribunal

12 Central Excise Act Service Tax 121.38 2016-17 to 2017-18 Joint Commissioner

13 Central Excise Act Service Tax 185.46 2012-13 to 2017-18 Addl Commissioner

14 Local Body Tax Local Body Tax 152.17 2016-17 Bombay High Court

(viii) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to the bank. The company does not have dues to financial institution, government or debenture holders as at the balance sheet date.

(ix) In our opinion, and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. The term loans have been applied for the purposes for which they were obtained.

(x) According to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration during the year in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act 2013.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, reporting as per paragraph 3(xii) of the Order is not required.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statement as required by the applicable Indian Accounting Standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.


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(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with its directors or persons connected with them. Accordingly, reporting as per paragraph 3(xv) of the Order is not required.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.


ShARAD GUPTAPartnerMembership No: 116560Place: MumbaiDated: 25th April 2019


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The Annexure referred to in paragraph 2(f) under “Report on Other Legal and Regulatory Requirements” section of our report of even date,Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)We have audited the internal financial controls over financial reporting of Apcotex Industries Limited (“the Company”) as of 31st March,2019 in conjunction with our audit of the financial statement of the Company for the year ended on that date.Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.Auditor’s ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by ICAI (the “Guidance Note”) and the Standards on Auditing prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

ANNEXURE – B TO ThE INDEPENDENT AUDITOR’S REPORT

Meaning of Internal Financial Controls over Financial ReportingA company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statement in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statement.Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


ShARAD GUPTAPartnerMembership No: 116560

Place: MumbaiDated: 25th April 2019


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(` in Lakh)Notes As at

31st March, 2019As at

31st March, 2018I ASSETS

NON CURRENT ASSETSa) Property, Plant and Equipment 2 7,499.29 7,816.46b) Capital Work in Progress 2 2,119.15 912.42c) Investment Properties 3 - 11.36d) Intangible Assets 4 142.44 36.50e) Financial Assets:

i) Investments 5 4,278.03 4,990.70f) Current tax Assets (net) 6 382.24 654.08g) Other Non-Current Assets 7 1,820.91 931.01

16,242.06 15,352.53CURRENT ASSETS

a) Inventories 8 4,816.78 4,930.41b) Financial Assets:

i) Investment 9 2,613.50 2,547.07ii) Trade Receivables 10 11,119.35 9,824.35iii) Cash and Cash Equivalents 11 570.22 552.64iv) Other Bank Balances 12 436.21 174.65v) Loans 13 24.69 30.45vi) Others 14 401.55 416.86

c) Other Current Assets 15 1,478.13 572.00 21,460.43 19,048.43

TOTAL ASSETS 37,702.49 34,400.96II EQUITY AND LIABILITIES

EQUITYa) Equity Share Capital 16 1,036.90 1,036.90b) Other Equity 17 26,738.29 23,601.80

27,775.19 24,638.70LIABILITIESNON CURRENT LIABILITIES

a) Financial Liabilities: i) Borrowings 18 100.00 -ii) Other Financial Liabilities 19 345.61 298.66

b) Provisions 20 276.13 219.64c) Deferred Tax Liabilities (Net) 21 136.50 180.85

858.24 699.15CURRENT LIABILITIES

a) Financial Liabilities:i) Borrowings 22 298.54 1,736.77ii) Trade Payables

Total outstanding dues of Micro Entreprises and Small Enterprises 23 332.13 117.14Total outstanding dues of creditors other than Micro Enterprises and Small Entreprises

23 4,923.92 4,691.76

iii) Other Financial Liabilities 24 2,412.21 1,610.53 b) Provisions 25 44.05 35.24c) Other Current Liabilities 26 1,058.21 871.67

9,069.06 9,063.11TOTAL EQUITY AND LIABILITIES 37,702.49 34,400.96Significant Accounting policies 1.3The accompanying notes 1 to 48 are an integral part of these financial statement

As per our Report of even date For and on behalf of Board of DirectorsFor SGDG & ASSOCIATES LLP ATUL C. ChOKSEY Chairman (DIN00002102)Chartered Accountants ABhIRAJ A. ChOKSEY Managing Director (DIN00002120)Firm Registration Number: W100188 KAMLESh S. VIKAMSAY Director (DIN00059620)

ShARAD GUPTA ANAND V. KUMAShI Company SecretaryPartner SURAJ S. BADALE Chief Financial OfficerMembership Number: 116560Mumbai, Date : 25th April, 2019 Mumbai, Date : 25th April, 2019

BALANCE ShEET AS AT 31ST MARCh 2019


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(` in Lakh)Notes For the Year Ended

31st March 2019For the Year ended

31st March 2018I Revenue from Operations 27 62,566.65 53,824.80 II Other Income 28 769.00 713.41 III Total Income (I + II) 63,335.65 54,538.21 IV EXPENSES

a) Cost of Material Consumed 29A 44,489.65 35,941.50b) Changes in Inventories of Finished Goods, Stock-in-Trade and

Work-in-Progress. 29B (188.70) 116.68

c) Excise Duty - 1,206.86 d) Employee benefits expense 30 3,829.22 3,383.42 e) Finance Costs 31 180.30 156.98 f) Depreciation and Amortization expense 32 1,179.26 1,214.24 g) Other expenses 33 7,678.91 6,797.58 Total Expenses (IV) 57,168.64 48,817.26

V Profit before Exceptional Items and Tax (III - IV) 6,167.01 5,720.95 VI Exceptional Items 34 - 143.40 VII Profit before Tax (V - VI) 6,167.01 5,577.55 VIII Tax Expense 35

a) Current Tax 2,081.00 1,860.00 b) Deferred Tax (856.22) (146.09)c) Short/Excess Tax provision of earlier years 281.75 - Total Tax Expense (VIII) 1,506.53 1,713.91

IX Profit for the year from Continuing Operations 4,660.48 3,863.64 X Other Comprehensive Income

- Items that will not be reclassified to profit and lossActurial gains/(losses) on defined benefit plans (36.71) (45.26)Deferred tax relating to Other Comprehensive Income 12.79 15.66

Total Other Comprehensive Income for the year (23.92) (29.60)XI Total Comprehensive Income for the year 4,636.56 3,834.04 XII Earnings per Equity share of ` 5/- each (from continuing operation)

- Basic & Diluted 36 22.47 18.63 Significant Accounting policies 1.3The accompanying notes 1 to 48 are an integral part of these financial statement



STATEMENT OF PROFIT AND LOSS FOR ThE YEAR ENDED 31ST MARCh 2019


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(` in Lakh) For the Year ended

31st March 2019 For the Year ended

31st March 2018A. CASh FLOW FROM OPERATING ACTIVITIES :

Profit Before Tax 6,167.01 5,577.55Adjustments for :

Depreciation and Amortization Expense 1,179.26 1,214.24Finance Cost 180.30 156.98Prov for Diminishing Value of Investments (PL) - 24.93Foreign Exchange Fluctuation Difference (231.35) (180.92)Fixed Assets Written off 21.51 47.37Loss / (Profit) on Sale of Assets 0.73 39.78Provision for Bad and Doubtful Debts (0.04) (20.96)Net gain on financial assets measured at fair value through Profit and Loss (219.87) (571.79)

Loss / (Surplus) on Sale of Investment 17.69 81.37Dividend Income (105.07) (66.01)Interest received (128.16) (30.14)Income from Rent (44.46) (55.07)Excess Provision Written back 0.40 (32.90)

Operating Profit Before Working Capital Changes 6,837.94 6,184.44Adjustments for :

Increase / (Decrease) in Non Current Liabilities 103.45 25.83Increase / (Decrease) in Trade Payable and Other Current Liabilities

1,407.06 2,836.57

(Increase) / Decrease in Non Current Assets (889.90) 254.85(Increase) / Decrease in Inventories 113.64 (480.18)(Increase) / Decrease in Trade Receivable and Other Current Assets (2,441.67) (2,103.14)

Cash Flow Generated from Operations 5,130.52 6,718.37Direct taxes paid (1,247.00) (1,400.41)Net Cash Flow from Operating Activities (a) 3,883.52 5,317.96

B. CASh FLOW FROM INVESTING ACTIVITIESPurchase of PPE and intangible assets (2,225.79) (1,206.33)Proceeds on sale of PPE and intangible assets 38.52 504.61Purchase of Investments (3,038.32) (1,428.03)Sale of Investments 4,149.96 881.02Dividend Income 105.07 66.01Interest received 131.49 104.10Income from Rent 44.46 55.07Net Cash Used in Investing Activities (b) (794.61) (1,023.55)

CASh FLOW STATEMENT FOR ThE YEAR ENDED 31ST MARCh 2019


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(` in Lakh) For the Year ended

31st March 2019 For the Year ended

31st March 2018C. CASh FLOW FROM FINANCING ACTIVITIES

Proceeds / (Repayment) of Short Term Borrowings (Net) (1,438.24) (487.63)Proceeds from Long Term Borrowings 100.00 -Finance Cost paid (180.30) (157.09)Dividends paid (1,230.59) (920.22)Dividend Distribution Tax paid (255.77) (189.98)Net Cash Used in Financing Activities (c) (3,004.90) (1,754.92)Net Increase/ (Decrease) in Cash and Cash Equivalents (a+b+c) 84.01 2,539.49Cash and cash equivalents as at 1st April 2018 3,099.71 560.22Cash and cash equivalents as at 31st March 2019 3,183.72 3,099.71

The accompanying notes 1 to 48 are an integral part of these financial statement Notes :

1 The Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Indian Accounting Standard (Ind AS) 7 - Cash Flow Statement and presents cash flows by operating , investing and financing activities.

2 Cash and cash equivalents comprises of :(` in Lakh)

As at 31st March 2019

As at31st March 2018

Cash and Cash Equivalents 570.22 552.64Current Investment 2,613.50 2,547.07Cash and cash equivalent in cash flow statement 3,183.72 3,099.71

3 The amendments to Ind AS 7 Cash Flow statements requires the entities to provide disclosures that enable users of financial statement to evaluate changes in liabilities arising from financing activities, including both the changes arising from cash flow and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the Balance Sheet for liabilities arising from financing activities. There is no other impact on the financial statement due to this amendments.

(` in Lakh)As at

31st March, 2018

Cash Flow Fair Value changes

Current / Non Current classification

As at 31st March,

2019

Borrowing - Non Current - 100.00 - - 100.00 Borrowing - Current 1,736.77 1,438.24 - - 298.54

4 Figures in the Bracket are outflows / deductions.

5 Figures of the previous year have been regouped / rearranged wherever necessary to make it comparable to the current year presentation.



CASh FLOW STATEMENT FOR ThE YEAR ENDED 31ST MARCh 2019 (Cont...)


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A) EQUITY ShARE CAPITAL (` in Lakh)Note Balance

Balance as at 1st April 2017 1,036.90 Less : Shares cancelled pursuant to effecting scheme of amalgamation of Saldhar Investments And Trading Company Private Limited with the company 16 (536.22)

Add : Shares allotted to shareholders of Saldhar Investments And Trading Company Private Limited pursuant to effecting scheme of amalgamation 16 536.22

Balance as at 31st March 2018 1,036.90 Changes in Equity Share Capital during the Year - Balance as at 31st March 2019 1,036.90

B) OThER EQUITY (` in Lakh)Note Capital

ReserveCapital

Redemption Reserve

Securities Premium

General Reserve

Retained Earning

Total

Balance as at 1st April 2017 17 4,963.73 0.32 2,599.95 4,732.22 8,958.73 21,254.94Profit for the year FY 17 -18 - - - - 3,863.64 3,863.64Other Comprehensive Income - Remeasurement of net defined benefits plan - - - - (29.60) (29.60)

Transfer from Reserve - - - 400.00 400.00Total Comprehensive Income for the year 4,963.73 0.32 2,599.95 5,132.22 12,792.77 25,488.99Dividend on Equity Shares for the FY 2016-17 - - - - (456.29) (456.29)Dividend distribution tax - - - - (189.98) (189.98)Transfer to Reserve - - - - (400.00) (400.00)Reserve Fund as per Sec.45(IC)(i) of the RBI Act,1934 taken over in Merger of Saldhar Investment & Trading Company Private Limited

- - - 90.00 - 90.00

Merger Adjustment (593.53) - - - (90.00) (683.53)Share Issue Expenses - - - - (247.41) (247.41)Balance as at 31st March 2018 17 4,370.20 0.32 2,599.95 5,222.22 11,409.10 23,601.80Profit for the year FY 18 -19 - - - - 4,660.48 4,660.48Other Comprehensive Income - Remeasurement of net defined benefits plan - - - - (23.92) (23.92)

Total Comprehensive Income for the year 4,370.20 0.32 2,599.95 5,222.22 16,045.65 28,238.34Dividend on Equity Shares for the FY 2017-18 - - - - (1,244.28) (1,244.28)Dividend Distribution Tax - - - - (255.77) (255.77)Balance as at 31st March 2019 17 4,370.20 0.32 2,599.95 5,222.22 14,545.61 26,738.29The accompanying notes 1 to 48 are an integral part of these financial statement

Nature and purpose of reserves :(a) Capital Reserve : During amalgamation, the excess of net assets taken, over the cost of consideration paid is treated as

capital reserve.

(b) Capital Redemption Reserve : The Company has recognized Capital Redemption Reserve on buyback of equity shares from its retained earning. The amount in Capital Redemption Reserve is equal to nominal amount of the equity shares bought back.

(c) Securities Premium : The amount received in excess of face value of the equity shares is recognized in Securities Premium. In case of equity based (settled) payment transactions,the difference between fair value on grant date and nominal value of share is accounted as securities premium.

STATEMENT OF ChANGES IN EQUITY FOR YEAR ENDED 31ST MARCh, 2019


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(d) General Reserve : The General Reserve is used from time to time to record transfer of profit from retained earning, for appropriation purposes. As general reserve is created by transfer of one component of equity to another and it is not an item of other comprehensive income, it will not be reclassified subsequently to Profit or Loss.

(e) Retained Earning : Retained Earning are the profits that the Company has earned till date,less any transfers to general reserve, dividends or other distributions paid to shareholders



STATEMENT OF ChANGES IN EQUITY FOR YEAR ENDED 31ST MARCh, 2019 (Cont....)


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NOTES TO ThE FINANCIAL STATEMENT FOR ThE PERIOD ENDED 31ST MARCh, 2019

NOTE: 11.1 COMPANY INFORMATION: Apcotex Industries Ltd. is one of the leading producers of Synthetic Lattices (VP Latex, Acrylic Latex, Nitrile Latex) and

Synthetic Rubber (HSR, SBR) in India. The Company has one of the broadest ranges of products based on STYRENE – BUTADIENE CHEMISTRY available in the market today. Company’s product range is used, among other applications, for TYRE CORD DIPPING, PAPER/PAPER BOARD COATING, CONCRETE MODIFICATION/WATER PROOFING, PAINT EMULSIONS, TEXTILE FINISHING etc. The various grades of Synthetic Rubber find application in products such as Footwear, Automotive components, V-belts, Conveyor belts and hoses. The Registered office of the company is situated at 49-53, Mahavir Centre, Sector 17, Vashi, Navi Mumbai 400703.

1.2 BASIS OF PREPARATION These financial statement have been prepared in accordance with the Indian Accounting Standards(herein referred to as

‘IND AS’) as notified by Ministry of Corporate Affairs pursuant to Section 133 of Companies Act 2013, read with Companies (Indian Accounting Standards) Rules 2015 (as amended).

The financial statement have been prepared and presented under historical cost convention, on accrual and going concern basis of accounting except certain financial asset and liabilities that are measured at fair value at the end of each accounting period as stated in the accounting policies below. The Accounting policies are applied consistently in presenting these financial statement..

The classification of assets and liabilities of the Company into current or non-current is based on the criterion specified in the Schedule III to the Companies Act, 2013. The Company has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.

The financial statement are approved by the Audit Committee and Board of Directors at their meeting held on 25th April 2019. The Board of Directors of the Company have authorized to issue the financial statement as per decision taken in their meeting held on 25th April 2019.

Events after reporting period: The Board of Directors of the Company in their meeting held on 25th April 2019 has recommended a final dividend of ` 7.50/- per share for the year ended 31st March 2019 subject to approval of the shareholders.

(a) Functional and Presentation currency: The financial statement are prepared in Indian Rupees, which is the Functional and Presentation currency for the

Company.

(b) Use of Estimates: The preparation of Financial Statement in accordance with IND AS requires use of estimates and assumptions for

some items, which might have effect on their recognition and measurement in the Balance Sheet and statement of Profit and Loss. The actual amounts realized may differ from these estimates. Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as Management becomes aware of changes in circumstances surrounding the estimates. Differences between the actual results and estimates are recognized in the period in which the results are known / materialized, and if material, their effects are disclosed in the notes to financial statement.

Estimates and assumptions are required for:

i. Useful life of PPE: Determination of estimated useful life of tangible assets and the assessments as to which components of cost may be

capitalized. Useful life of tangible fixed assets is based on life prescribed in Schedule II of the Companies Act, 2013. Assumptions also need to be made, when the Company assesses, whether an asset may be capitalized and which components of the cost of the asset may be capitalized.

ii. Recognition and measurement of defined benefit obligations: The obligation arising from the defined benefit plan is determined on basis of actuarial assumptions. Key actuarial

assumptions include discount rate, salary escalation rate, attrition rate, and life expectancy. The discount rate is determined with reference to market yields at the end of reporting period on the government bonds.


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iii. Recognition of deferred tax assets: A deferred tax asset is recognized for all the deductible temporary differences to the extent that is probable that taxable

profits will be available against which the deductible temporary difference can be utilized. The management assumes that taxable profits will be available while recognizing deferred tax assets.

iv. Recognition and measurement of other provisions: The recognition and measurement of other provisions are based on the assessment of the probability of an outflow

of resources and on past experience and circumstances known at the Balance Sheet date. The actual outflow of resources at future date may vary from the figure included in other provisions.

v. Discounting of long-term financial liabilities: All financial liabilities are required to be measured at fair value on initial recognition. In case of financial liabilities,

which are subsequently measured at accrued amortized cost, interest is accrued using the effective interest method.

vi. Determining whether an arrangement contains a lease: At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease. At the

inception or an reassessment of an arrangement that contains a lease, the Company separates payments and other consideration required by the arrangement into those for the lease and those for the other elements on the basis of their relative fair values. If the company concludes for a finance lease that it is impracticable to separate the payments reliably then an asset and a liability are recognized at an amount equal to the fair value of the underlying asset; subsequently the liability is reduced as payments are made and an imputed finance cost on the liability is recognized using the Company’s incremental borrowing rate. In case of operating lease, the Company treats all payments under the arrangement as lease payments.

vii. Fair value of financial instruments: Derivatives are carried at fair value. Derivatives include Foreign Currency Forward Contracts and options. Fair value

of Foreign Currency Forward Contracts is determined using the rates published by Reserve Bank of India / State Bank of India.

viii. Current Vs. Non-Current classification: I. An asset is classified as current when it is:

1. Expected to be realized or intended to be sold or consumed in normal operating cycle

2. Held primarily for purpose of trading

3. Expected to be realized within twelve months after the reporting period or

4. Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non – current

II. A liability is classified as current when it is:

1. Expected to be settled in normal operating cycle

2. Held primarily for purpose of trading

3. Due to be settled within twelve months after the reporting period or

4. There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are treated as non-current.

III. Deferred tax assets and liabilities are classified as non-current assets and liabilities.



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1.3 Significant accounting policies: I. Property Plant and Equipment a) Initial and subsequent recognition and CWIP: Property Plant & Equipment are carried at the cost of acquisition or construction, less accumulated depreciation

and accumulated impairment, if any. The cost of items of Property Plant & Equipment includes taxes (other than those subsequently recoverable from tax authorities), duties, freight and other directly attributable costs related to the acquisition or construction of the respective assets. Know-how related to plans, designs and drawings of buildings or plant and machinery is capitalized under relevant asset heads.

Subsequent costs are included in the assets carrying amount or recognized as separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit and loss during the reporting period in which they are incurred.

Capital work-in-progress comprises of the cost of fixed assets that are not ready for their intended use at the reporting date. Any gain or loss on de-recognition (calculated as difference between the net disposal proceeds and the carrying amount of the asset) is recognized in the Statement of Profit and Loss when the asset is derecognized.

b) Depreciation and Amortization: Depreciation is provided on a pro-rata basis on the straight-line method based on estimated useful life prescribed

under Schedule II to the Companies Act, 2013.

c) Impairment: The carrying amounts of the Company’s tangible assets are reviewed at each balance sheet date to determine

whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated in order to determine the extent of impairment loss, if any. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. The impairment loss, if any, is recognized in the Statement of Profit and Loss in the period in which impairment takes place.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, however subject to the increased carrying amount not exceeding the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been recognized for the asset in prior accounting periods.

The residual values, useful lives and method of depreciation of property, plant and equipment is reviewed at each financial year end and adjusted prospectively, if appropriate.

II. Intangible Assets: a) Initial and subsequent recognition: Intangible assets are recorded at the consideration paid for acquisition of such assets and are carried at cost less

accumulated amortization and impairment, if any.

Separately purchased intangibles are initially measured at cost. Intangible assets acquired in a business combination are recognized at fair value at the acquisition date. Subsequently intangible assets are carried at cost less accumulated amortization and accumulated impairment loss, if any.

The useful lives of intangible assets are assessed as either finite or infinite. Finite-life intangible assets are amortized on a straight-line basis over the period of their expected useful lives. Estimated useful lives of finite-life intangible assets is as follows:

Computer software – 3 years

b) Amortization: The amortization period and the amortization method for finite-life intangible assets is reviewed at each financial

year end and adjusted prospectively, if appropriate.



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III. Investments property a) Initial and subsequent recognition: Investment properties are properties that are held to earn rentals and /or for capital appreciation (including

property under construction for such purposes) and not occupied by the Company for its own use.

Investment properties are measured initially at cost, including transaction costs and net of recoverable taxes. The cost includes the cost of replacing parts and borrowing costs if recognition criteria are met. When significant parts of the investment property are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognized in profit or loss as incurred.

Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

b) Depreciation: Depreciation on Investment property, wherever applicable, is provided on straight line basis as per useful lives

prescribed in Schedule II to Companies Act, 2013.

c) De-recognition: Investment properties are derecognized either when they have been disposed of or when they are being occupied

by the Company for its own use or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of de-recognition.

IV. Inventories: Inventories are valued at lower of Cost and Net Realizable Value.

The cost is determined as follows:

a) Raw and Packing Materials are valued at cost or market value, whichever is lower, computed on weighted average basis. The cost includes the cost of purchase and other expenses directly attributable to their acquisition but excludes duties and taxes, which are subsequently recoverable from the taxing authorities.

b) The finished goods inventory is valued at cost or net realizable value whichever is lower. Cost includes material cost, conversion, appropriate factory overheads, any tax or duties (as applicable) and other costs incurred in bringing the inventories to their present location and condition.

c) Work-in-Process is valued at material cost and cost of conversion appropriate to their location in the manufacturing cycle.

d) Stores, Spares and consumables are valued at cost, computed on FIFO basis. The cost includes the cost of purchase and other expenses directly attributable to their acquisition but excludes duties and taxes that are subsequently recoverable from the taxing authorities, if any.

Slow-moving and damaged, unserviceable stocks are adequately provided wherever considered necessary.

V. Cash and Cash Equivalents: Cash and cash equivalents for the purposes of Cash Flow Statements includes cash in hand, deposits with banks

and short term highly liquid investments, which are readily convertible into cash and have original maturities of three months or less and which are subject to an insignificant risk of changes in value.

VI. Non current Assets held for sale: Non-current assets or disposal groups comprising of assets and liabilities are classified as ‘held for sale’ when all the

following criteria are met:

(i) decision has been made to sell

(ii) the assets are available for immediate sale in its present condition

(iii) the assets are being actively marketed

(iv) sale has been agreed or expected to be concluded within 12 months of the Balance Sheet date

Subsequently, such non-current assets and disposal groups classified as held for sale are measured at the lower of its carrying value and fair value less cost to sell. Non-current assets held for sale are not depreciated or amortized.



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VII. Borrowing costs: Borrowing costs, if any, directly attributable to the acquisition, construction or production of an qualifying asset (net of

income earned on temporary deployment of funds) that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized. All other borrowing costs are charged to statement of profit and loss. Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the borrowing cost.

General Borrowing cost incurred in connection with qualifying assets is capitalized by applying the capitalization rate on the quantum of such borrowings utilized for such assets.

VIII. Revenue recognition: Effective 1st April, 2018, the Company has adopted Ind AS 115 - Revenue from Contracts with Customers (Ind AS 115,

the standard), using the cumulative effect method for transition. The adoption of the standard did not have any material impact to the financial statements.

Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

Revenue is measured based on the transaction price, which is the consideration, adjusted for discounts and other incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes or other amounts collected from customers in its capacity as an agent. If the consideration in a contract includes a variable amount, the company estimates the amount of consideration to which it will be entitled in exchange for transferring the goods to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved.

Dividend income is recognized in statement of profit and loss only when the right to receive payment is established, which is generally when shareholders approve dividend.

Export incentives receivable under Duty Drawback Scheme and MEIS are accounted on accrual basis.

Interest income is recognized using the effective interest rate (EIR) method.

Insurance claims are recognized post filing of the claim with the insurer. IX. Foreign Currency Transactions: Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing on the date of

transaction. Monetary items denominated in foreign currencies at the year end are re-measured at the exchange rate prevailing on the balance sheet date. Non-monetary foreign currency items are carried at cost. Any income or expense on account of exchange difference either on settlement or on restatement is recognized in the Statement of Profit and Loss.

The Exchange Rate Difference and the forward premium on the loan taken for capital assets are being capitalized along with Interest till the date of commissioning of the said capital assets.

X. Employee benefits: a) Short term employee benefits: All employee benefits payable wholly within twelve months of rendering the service are classified as short term

employee benefits and they are recognized in the period in which the employee renders the related service. The Company recognizes the undiscounted amount of short-term employee benefits expected to be paid in exchange for services rendered as a liability (accrued expense) after deducting any amount already paid.

b) Long term employee benefits: i) Defined contribution plans: Contributions to defined contribution schemes such as employees state insurance, labour welfare fund,

superannuation scheme, employee pension scheme etc. are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees. Company’s provident fund contribution is made to a government administered fund and is charges as an expense in the Statement of Profit and Loss. The above benefits are classified as Defined Contribution Schemes as the Company has no further obligations beyond the monthly contributions.



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ii) Defined benefit plans: The Company operates a defined benefit gratuity plan, which required contributions to be made to a

separately administered fund. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability) are recognized immediately, in the balance sheet with a corresponding debit or credit to retained earnings through Other Comprehensive Income in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognized in profit or loss on the earlier of:

- the date of the plan amendment or curtailment or

- the date that the Company recognizes related restructuring costs

Net interest is calculated by applying the discount rate to the net definedliability or asset. The Company recognizes the following changes in the net defined benefit obligation as an expense in the statement of Profit and Loss:

- service costs comprising current service costs, pasts service costs, gains and losses on curtailments and non-routine settlements.

- Net Interest expense or income.

c) Termination benefits: Termination benefits in the nature of voluntary retirement benefits or termination benefits arising from restructuring

are recognized in the Statement of Profit or Loss. The Company recognizes termination benefits at the earlier of the following dates:

- when the Company can no longer withdraw the offer of these benefits

- when the company recognizes costs for restructuring that is within the scope of IND AS 37 and involves the payment of termination benefits.

XI. Fair Value Measurement: The Company measures financial instruments, such as derivatives at fair value at each Balance Sheet date. Fair

value is the price that would be received to sell an asset or settle a liability in an ordinary transaction between market participants at the measurement date. The fair value measurement is based on presumption that the transaction to sell the asset or transfer the liability takes place either:

- in the principal market for the asset or liability or

- in absence of principal market, in the most advantageous market for asset or liability. The principal or the most advantageous market should be accessible to the Company.

The fair value of an asset or a liability is measured using the assumption that market participants would use when pricing an asset or liability acting in their best economic interest. The Company uses valuation techniques, that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statement are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:-

- Level 1 – Quoted market prices in active market for identical assets or liabilities.

- Level 2 – valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

- Level 3 - valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized in the financial statement on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as whole) at the end of each reporting period.



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External valuers are involved for valuation of significant assets, such as properties, unquoted financial assets etc. Involvement of independent external valuers is decided upon annually by the Company. Further such valuation is done annually at the end of the financial year and the impact if any on account of such fair valuation is taken in the annual financial statement.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

XII. Leases: The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement

at the inception of the contract lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

a) Company as a lessee: A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Company is classified as a finance lease. Operating lease payments are recognized as an expense in the Statement of profit and loss as per lease terms as such payments are structured to increase in line with expected general inflation.

b) Company as a lessor: Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognized as revenues as per lease terms since such rentals are structured to increase in line with expected general inflation. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned. Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company’s net investment in the leases.

XIII. Financial Instruments: A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity

instrument of another entity.

a) Financial Assets: i) Initial recognition and measurement: Financial assets are recognized when the Company becomes a party to the contractual provisions of the

instrument.

On initial recognition, all financial assets are recognized at fair value. In case of financial assets which are recognized at Fair Value through Profit and Loss (FVTPL), its transaction costs are recognized in the statement of profit and loss. In other cases, transaction costs are attributable to the acquisition value of the financial asset are added to the value of financial asset.

Financial assets are not reclassified subsequent to their recognition, except and if and in the period the Company changes its business model for managing financial assets.

ii) Subsequent measurement: Financial assets are subsequently classified and measured at:

- Amortized cost

- Fair value through profit and loss (FVTPL)

- Fair value through other comprehensive income (FVTOCI)

Investments in Debt Instruments: A debt instrument is measured at amortized cost or at FVTPL. Any debt instrument, which does not meet the

criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL. Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of profit and loss.



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a) Financial Assets measured at amortized cost: Financial assets are measured at amortized cost when the asset is held within a business model,

whose objective is to hold assets for collecting contractual cash flows and contractual terms of the assets are such that they give rise on specified dates to cash flows that are solely payments of principal and interest. Such financial assets are subsequently measured at amortized cost using the effective interest rate method (EIR). The EIR is the rate that discounts estimated future cash income through the expected life of financial instrument. The losses from impairment are recognized in the statement of profit and loss.

b) Financial Assets measured at fair value through OCI (FVTOCI): Financial assets under this category are measured initially as well as at each reporting date at fair

value. Fair value movements are recognized in the other comprehensive income.

c) Financial Assets measured at fair value through profit and loss (FVTPL): Financial Assets under this category are measured initially as well as at each reporting date at fair

value, with all changes recognized in statement of profit and loss.

Investments in Equity Instruments: All investments in equity instruments classified under financial assets are initially measured at fair value.

The Company may, on initial recognition, elect to measure the same either at FVTOCI or FVTPL. The Company makes such election on an instrument-by-instrument basis.

Fair value changes on an equity instrument is recognized as other income in the Statement of Profit and Loss unless the Company has elected to measure irrevocably such instrument at FVTOCI. Fair value changes excluding dividends, on an equity instrument measured at FVTOCI are recognized in OCI. Amounts recognized in OCI are not subsequently reclassified to the Statement of Profit and Loss even on the sale of investment. Dividend income on the investments in equity instruments are recognized as ‘other income’ in the Statement of Profit and Loss.

Investment in Subsidiary, Joint Venture and Associate Investments in equity instruments of Subsidiaries are measured at costs. Provision for impairment loss on

such investment is made only when there is a diminution in the value of investment which is other than temporary.

iii) Derecognition of Financial Assets: A financial asset is derecognized only when the contractual rights to receive cash flows from the asset have

expired or the Company has transferred the financial asset and substantially all the risks and rewards of ownership of the asset.

iv) Impairment of Financial Assets: Expected Credit Losses (ECL) are recognized for all financial assets subsequent to initial recognition other

than financials assets in FVTPL category.

Expected credit losses are measured through a loss allowance at an amount equal to:

- The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or

- Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument).

For trade receivables Company applies simplified approach which requires lifetime ECL allowances to be recognized from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analyzed.

For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk lifetime ECL is used.

The impairment losses and reversals are recognized in Statement of Profit and Loss.



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b) Financial Liabilities: i) Initial recognition and measurement: Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the

instrument.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs, if any.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.

ii) Subsequent measurement: Financial liabilities are subsequently measured at amortized cost using the Effective Interest Rate (EIR)

method. Financial liabilities carried at fair value through profit or losses are measured at fair value with all changes in fair value recognized in the Statement of Profit and Loss.

Loans and borrowings: After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized

cost using the EIR method. Gains and losses are recognized in profit and loss when the liabilities are derecognized.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.

Fees paid for availing the loan facilities are recognized as transaction cost of the loans.

iii) Derecognition: A financial liability is derecognized when the obligation specified in the contract is discharged, cancelled or

expires.

XIV. Derivatives: The Company enters into various derivative financial instruments to manage its exposure to interest and foreign

exchange rate risks, like foreign exchange forward contracts and interest rate swaps.

Derivatives are initially recognized at fair value on the date the derivative contracts are entered into and are subsequently re-measured to their fair value (Mark to Market) at the end of each reporting period. The resulting gain or loss is recognized in the Statement of profit and loss. Company does not designate any of its derivative instruments as hedge instruments. Derivatives are carried as financial assets when fair value is positive and as financial liabilities when the fair value is negative.

Transaction costs incurred for such derivative instruments are charged off to Statement of Profit and Loss on initial recognition.

XV. Provisions, Contingent Liabilities and Contingent Assets: Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past

event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non- occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as finance cost.

Contingent Assets are not recognized but disclosed in the Financial statement when economic inflow is probable.



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XVI. Segment Information: The Managing Director (MD) is designated as company’s Chief Operating Decision Maker (CODM). The MD reviews

the company’s internal financial information for the purpose of evaluating performance and assigning resources to segments. The Company has determined the operating segment based on structure of reports reviewed by MD. The Company operates in a single primary business segment, i.e. Synthetic Lattices & Rubber.

XVII. Income taxes: Income tax expense for the year comprises of current tax and deferred tax, recognized in the Statement of Profit and

Loss, except to the extent it is relates to a business combination, or items recognized directly in equity or in other Comprehensive Income. Current tax is the expected tax payable/receivable on the taxable income/loss for the year using applicable tax rates at the Balance Sheet date and any adjustment to taxes in respect of previous years. Interest income/expenses and penalties, if any, related to income tax are included in current tax expense.

Deferred tax is recognized in respect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. A deferred tax liability is recognized based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, by the end of the reporting period.

Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax assets deriving from carry forward of unused tax credits (including MAT) and unused tax losses are recognized to the extent that it is probable that future taxable profit will be available in future against which the deductible temporary differences, unused tax losses and credits can be utilized. Deferred tax relating to items recognized in other comprehensive income and directly in equity is recognized in correlation to the underlying transaction.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognized amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities; and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority.

XVIII. Research and Development: Expenditure on research and development is charged to statement of profit and loss in the year in which it is incurred,

with the exception of expenditure incurred in respect of major new products where the outcome of these projects is assessed as being reasonably certain as regards viability and technical feasibility. Such expenditure is capitalized and depreciated over useful life. Capital expenditure in respect of assets procured for conducting research activities are capitalized under respective heads of fixed assets. These assets are depreciated over their useful life.

XIX. Earnings per Share: Basic earnings per share is computed by dividing the net profit for the period attributable to the equity shareholders of

the Company by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.



apcotex

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apcotex

NOTE 3: NON-CURRENT ASSETS INVESTMENT PROPERTY

(` in Lakh)As at

31st March 2019As at

31st March 2018Buildings given on Operating Lease:Opening Gross Carrying Amount 32.69 32.69Less : Transfer to PPE during the year (32.69) -Closing Gross Carrying Amount - 32.69Less:Opening Accumulated Depreciation 21.33 20.97Add: Depreciation for the year 0.09 0.37Less :Transfer to Accumulated Depreciation - PPE during the year (21.42) -Closing Accumulated Depreciation - 21.33Net Carrying Amount - 11.36

Year ended 31st March 2019


Information regarding income and expenditure of Investment property:Rental income derived from Investment Properties during the year 10.93 24.15Direct operating expenses (including repairs and maintenance) generating rental income

(1.72) (2.51)

Direct operating expenses (including repairs and maintenance) that did not generate rental income - -

Profit arising from Investment Properties before depreciation and indirect expenses 9.21 21.64

Note:The Company's Investment properties consisted of commercial property given on rental. The same have been transferred to PPE during the year.

NOTE 4: NON-CURRENT ASSETS INTANGIBLE ASSETS

(` in Lakh)Computer Software

Total

Gross carrying amountBalance as at 1st April, 2017 100.98 100.98Additions 1.95 1.95Deductions - -Balance as at 31st March, 2018 102.93 102.93Additions 150.50 150.50Deductions - -Balance as at 31st March, 2019 253.43 253.43Accumulated Amortization:Balance as at 1st April, 2017 35.15 35.15Additions 31.28 31.28Deductions - -Balance as at 31st March, 2018 66.43 66.43Additions 44.56 44.56Deductions - -Balance as at 31st March, 2019 110.99 110.99Net carrying amount:Balance as at 31st March, 2018 36.50 36.50Balance as at 31st March, 2019 142.44 142.44



apcotex

NOTE 5: NON-CURRENT ASSETS - FINANCIAL ASSETS -INVESTMENTS

(` in Lakh)As at

31st March 2019As at

31st March 2018Units Amount Units Amount

A QUOTED INVESTMENTSi) INVESTMENTS IN EQUITY INSTRUMENTS

(at Fair Value Through Profit and Loss)1 Asian Paints Ltd of the face value of Re. 1/- fully paid 40,800 609.02 40,800 457.122 Axis Bank of the face value of ` 2/- fully paid 5,000 38.86 5,000 25.533 United Phosphorous Ltd. of the face value of ` 2/- fully paid - - 15,700 114.654 Cadila Healthcare Ltd. of the face value of ` 5/- fully paid 9,750 33.84 12,450 47.045 Kotak Mahindra Bank of the face value of ` 5/- fully paid 4,495 59.99 8,575 89.856 Odisha Cement Ltd. of the face value of ` 2/- fully paid 5,775 57.14 4,875 140.117 Indusind Bank of the face value of ` 10/- fully paid 6,175 109.92 9,275 166.658 Raymond Ltd. of the face value of ` 10/- fully paid 4,425 35.91 - 0.009 PC Jewellers Ltd. of the face value of ` 10/- fully paid - - 14,525 46.5110 ICICI Bank Ltd of the face value of ` 2/- fully paid 28,665 114.80 25,500 70.9811 Havells India Ltd. of the face value of ` 1/- fully paid 12,650 97.72 19,025 92.8112 Maruti Suzuki Ltd. of the face value of ` 5 /- fully paid 600 40.04 1,300 115.1913 Aegis Logistics Ltd. of the face value of `1/- fully paid. 29,225 59.39 33,850 87.8714 SUN TV Network Ltd. the face value of ` 5 /- fully paid. 10,625 66.74 15,750 133.6515 Bajaj Finance Ltd. of the face value of ` 10/- fully paid 1,425 43.11 4,300 76.0016 Indo Count Industries Ltd of the face value of ` 10/- fully paid 37,400 18.21 37,400 31.7917 Balkrishna Industries Ltd. of the face value of ` 10/- fully paid 4,125 41.06 6,150 65.7218 Bajaj Electrical Ltd. of the face value of ` 10/- fully paid 10,025 55.95 15,200 85.7419 Sundram Fasteners Ltd. of the face value of ` 10/- fully paid 7,675 43.48 11,550 63.6820 Bharti Airtel Ltd. of the face value of ` 10/- fully paid - - 11,550 46.0521 Vedanta Ltd of the face value of ` 10/- fully paid 23,325 43.02 15,700 43.6222 KEC International Ltd. of the face value of ` 2/- fully paid 24,226 72.62 37,856 147.54023 Kalpataru Power Transmission Ltd. of the face value of

` 2/- fully paid 21,400 100.57 23,730 114.91

24 Kirloskar Ferroc Ind. Ltd.of the face value of ` 5/- fully paid - - 47,910 40.5125 Ramco Cements Ltd. of the face value of ` 1/- fully paid 6,162 45.35 4,162 30.1226 TV18 Broadcast Ltd. of the face value of ` 2/- fully paid 48,830 17.33 42,830 28.7327 Federal Bank of the face value of ` 2/- fully paid 66,351 64.00 51,676 46.0928 Simplex Infrastructures Ltd. of the face value of ` 2/- fully paid 13,950 25.09 18,725 99.3929 Carborundum Universal Ltd. of the face value of ` 1 /- fully

paid. 20,000 82.07 20,000 69.48

30 Tech Mahindra Ltd. of the face value of ` 5/- fully paid 16,120 125.08 23,310 148.8831 Mahindra CIE Automotive Ltd. the face value of `10/- fully

paid. 24,925 58.45 18,300 39.30

32 Gujarat GAS Ltd. of the face value of ` 2/- fully paid 20,000 29.62 4,000 33.3233 Aditya Birla Fashion and Retail Ltd. of the face value of

` 10/- fully paid - - 16,587 25.02

34 Tata Communications Ltd of the face value of ` 10/- fully paid - - 7,130 44.2135 Thomas Cook India Ltd. of the face value of ` 10/- fully paid - - 18,110 51.2036 Container Corporation India Ltd. of the face value of ` 5/- fully

paid 9,537 50.10 1,650 20.54

37 Kotak Mahindra Bank of the face value of ` 5/- fully paid 5,325 71.06 5,000 52.39



apcotex



Units Amount Units Amount38 Bajaj Auto Ltd. of the face value of ` 10/- fully paid 1,175 34.21 - -39 Mahindra and Mahindra Ltd. of the face value of `5/- fully

paid 11,590 78.11 - -

40 UPL Ltd. of the face value of `2/- fully paid 10,325 99.00 - - 2,520.83 2992.22

ii) INVESTMENTS IN MUTUAL FUNDS (at Fair Value Through Profit and Loss)

1 DHFL Pramerica GILD Fund (formerly known as DWS Gilt Fund - Growth)

439,413 88.86 439,413 83.49

2 SBI Bluechip Fund - Regular Plan (GR) 377,890 148.17 377,890 140.663 Mirae Assets India Opportunities Fund - Regular - Growth

Plan 483,041 247.18 483,041 216.47

4 Kotak Select Focus Fund-Growth (Regular Plan) 845,542 299.98 845,542 269.035 IDFC Corporate Bond Regular Plan (G) 1,846,045 234.96 1,846,045 219.346 ICICI Prudential Income Opp Fund (G) 862,150 221.97 862,150 209.217 HDFC Corporate Debt Opp. Fund 438,754 66.93 438,754 63.238 DSP Black Rock Focus 25 Fund - Regular Plan - Growth 410,367 94.65 410,367 89.759 Kotak Medium Term Fund Regular Plan (GR) - - 761,740 109.8810 Birla AIF - India Small and Mid Cap Gems Fund (GR) 200,000 181.89 200,000 195.4211 Motilal Oswal AIF - Focussed Business Advantage Fund (GR) 1,500,000 172.62 1,500,000 157.6612 BOI AXA Corporate Credit Spectrum Fund Reg Plan - - 1,178,236 157.2813 Reliance Liquid Fund Treasury Plan Weekly Div Option 1,417 21.7414 IDFC Ultra Short Term Plan Growth 265,267 65.32

1,757.20 1,998.48

B UNQUOTED INVESTMENTSi) INVESTMENTS IN EQUITY INSTRUMENTS

(at Fair Value Through Profit and Loss)1 Narmada Clean Tech Ltd. of ` 10/- each fully paid up 247,500 - 247,500 -2 Bharuch Enviro Infrastructure Ltd. of ` 10/- each fully paid up 1,751 - 1,751 -3 Kesoram Textile Mills Ltd. of the face value of ` 10/- fully paid 300 - 300 -4 Computech International Ltd. of the face value of ` 5/- fully

paid 100 - 100 -

5 Consortex Karl Doelitz (India) Ltd. of the face value of ` 10/- fully paid 1,000 - 1,000 -

6 Skylid Telecom Equipments Ltd. of the face value of ` 10/- fully paid 1,000 - 1,000 -

7 Cybele Paradise Pvt Ltd. of ` 10/- fully paid 120,000 - 120,000 -TOTAL INVESTMENTS - 4,278.03 - 4,990.70Aggregate amount of quoted investments - 4,278.03 - 4,990.70Aggregate amount of unquoted investments - - - -

Note : All Equity instruments are valued at Fair Value through Profit and Loss for the year ended 31st March 2019 and 31st March 2018.


NOTE 5: NON-CURRENT ASSETS - FINANCIAL ASSETS -INVESTMENTS (Contd...)


apcotex

NOTE 6 : NON CURRENT ASSETS - CURRENT TAX ASSETS (NET)

(` in Lakh)As at


31st March, 2018i. Income Tax paid against disputed liability 208.33 208.33ii. Advance payments of Income Tax (Net of Provisions) 173.91 445.75

Total 382.24 654.08

NOTE 7: NON CURRENT ASSETS - OThER NON-CURRENT ASSET

(` in Lakh)As at


31st March, 2018(i) Capital Advances

Considered Good, Unsecured 1,201.30 - 1,201.30 -

(ii) Advances other than capital advancesa. Security DepositsConsidered Good, Unsecured 378.51 522.85

378.51 522.85b. Other Advancesi. Balance with Excise & Service Tax 3.01 11.96ii. Excise Duty,Sales Tax etc under protest 35.06 35.06iii. VAT Tax Refund Receivable* 203.04 361.15Total 1,820.91 931.01

Note:* As the Company is entitled for refund in monetary terms, the refund claimed towards VAT in states of Maharashtra & Gujarat (i.e. excess input tax credit over tax liabilty) as per extant provisions of MVAT & GVAT Act.

NOTE 8 : CURRENT ASSETS - INVENTORIES

(` in Lakh)As at


31st March, 2018i. Raw Materials 2,243.49 2,627.58ii. Packing Materials 69.74 80.34iii. Stores and Spares 457.87 365.52vi. Finished Goods 2,045.68 1,856.97

Total 4,816.78 4,930.41Inventory includes:In Transit - Raw Materials 330.45 1,360.58 - Finished Goods 27.07 424.39Note : Inventory is valued at cost or net realisable value whichever is lower



apcotex

NOTE 9 : CURRENT ASSETS - FINANCIAL ASSETS - INVESTMENTS

(` in Lakh)As at


31st March, 2018Unit Amount Unit Amount

Investment in Liquid Mutual FundsHDFC Cash Management Fund - Treasury Advantage Plan - Retail - Regular Plan - Weekly Dividend 13,968,657 1,423.41

IDFC Low Duration Fund - Daily Dividend - (Regular Plan) 4,336,793 436.93 11,150,872 1,123.66Edelweiss Liquid Fund-Regular Plan Growth 4,237 101.16 - -Axis Liquid Fund Weekly Dividend Reinvestment 2,272 22.81 - -SBI Liquid Fund Direct Daily Dividend 84 0.84 - -HDFC Ultra Short Term Fund-Direct Weekly Dividend 5,131,169 516.99 - -Aditya Birla Sun Life Liquid Fund-Daily Dividend-Regular Plan 263,612 264.25 - -

HDFC Low Duration Fund-Retail-Regular Plan-Weekly Dividend 12,474,010 1,270.52 - -

Total 22,212,177 2,613.50 25,119,529 2,547.07


NOTE 10 : CURRENT ASSETS- FINANCIAL ASSETS - TRADE RECEIVABLES

(` in Lakh)As at


31st March, 2018Trade Receivables:Trade Receivables Credit Impared 396.86 396.86 Less : Provision for Doubtful Debt / Credit Impaired (396.86) (396.86)

- - (Unsecured unless otherwise stated)Considered good-Unsecured 11,129.91 9,834.54 Less : Provision for expected credit loss* (10.56) (10.19)Total 11,119.35 9,824.35

Note:* The company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on provision matrix, which takes into account historical credit loss experience. The expected credit loss (ECL) allowance is based on total receivables that are due and the rate given in provisional matrix. The provisional matrix at the end of the reporting period is as follows:ECL % 0.10 0.10 Movement in ECL allowance (` Lakh)Balance at beginning of year 10.19 8.20 Movement 0.36 1.99 Balance at end of the year 10.56 10.19


apcotex

NOTE 11 : CURRENT ASSETS- FINANCIAL ASSETS - CASh AND CASh EQUIVALENTS

(` in Lakh)As at


31st March, 2018Cash on hand 8.73 8.82A.Balances with Banks: i. In current accounts 341.04 211.02 ii. EEFC 220.45 236.99 iii. Term Deposits with original maturity of less than three months - 95.80Total 570.22 552.64Note:The above cash and bank balances have not been pledged

NOTE 12 : CURRENT ASSETS- FINANCIAL ASSETS - OThER BANK BALANCES

(` in Lakh)As at


31st March, 2018Other Bank BalancesEarmarked balances with banks:i. Margin money deposits 340.29 92.42 ii. Unpaid dividend* 95.92 82.23 Total 436.21 174.65 Note:* No amounts due to Investor Education & Protection Fund


NOTE 13 : CURRENT ASSETS- FINANCIAL ASSETS - LOANS

(` in Lakh)As at


31st March, 2018Considered good, UnsecuredLoans to Employees 24.69 30.45Total 24.69 30.45

NOTE 14 : CURRENT ASSETS- FINANCIAL ASSETS - OThERS

(` in Lakh)As at


31st March, 2018Considered good, UnsecuredInterest Receivable 18.28 21.61 Discount Receivable 359.16 328.91 Receivable towards services provided 24.11 66.33 Total 401.55 416.86


apcotex

NOTE 15 : CURRENT ASSETS- OThER CURRENT ASSETS

(` in Lakh)As at


31st March, 2018Considered good, UnsecuredAdvances to vendors 1,274.03 186.59 GST Receivable 117.74 353.81 Advance to employees 14.31 5.23 Octroi Receivable - 0.62 Export benefits receivable 33.75 19.27 Excise Duty Refund(Exports) - 1.95 Other Receivable 38.30 4.53 Total 1,478.13 572.00

NOTE 16 : EQUITY- EQUITY ShARE CAPITAL

(` in Lakh)As at


31st March, 2018Authorised6,31,60,000 Equity Shares of ` 5/- each (6,31,60,000 Equity Shares of ` 5/-each) 3,158.00 3,158.00500 Preference Shares of `100/- each (500 Preference Shares of `100/- each) 0.50 0.5050,000 Unclassified Shares of ` 5/- each (50,000 Unclassified Shares of ` 5/- each) 2.50 2.50

3,161.00 3,161.00Issued, Subscribed and Paid up capital2,07,37,984 Equity Shares of ` 5/- each fully paid (2,07,37,984 Equity Shares of ` 5/-) 1,036.90 1,036.90Total 1,036.90 1,036.90

a) Reconciliation of the number of shares

Equity Shares :

As at31st March, 2019

As at31st March,2018

Number of Shares

Amount(` in Lakh)

Number of Shares

Amount(` in Lakh)

Balance as at the beginning of the year 20,737,984 1,036.90 20,737,984 1,036.90

Less : Shares cancelled pursuant to effecting scheme of amalgamation of Saldhar Investments and Trading Company Private Limited with the company

- - -10,724,300 -536.22

Add : Shares allotted to shareholders of Saldhar Investments And Trading Company Private Limited pursuant to effecting scheme of amalgamation

- - 10,724,300 536.22

Balance as at the end of the year 20,737,984 1,036.90 20,737,984 1,036.90



apcotex

b) Shareholders holding more than 5% shares in the companyAs at


31st March,2018

Shares held by: Number of Shares

% holding Number of Shares

% Holding

Atul Choksey 3,110,700 15.00 31,10,700 15.00Parul Atul Choksey 2,911,761 14.04 29,11,761 14.04Abhiraj Choksey (including Abhiraj Choksey HUF) 2,710,287 13.07 27,10,287 13.07Devanshi Anant Veer Jalan 2,281,178 11.00 22,81,178 11.00

Note:* Pursuant to approval of Scheme of Amalgamation between Saldhar Investments and Trading Company Private Limited (Saldhar) with the Company as approved by the Hon’ble National Company Law Tribunal, Mumbai Bench vide its order dated 1st February 2018, which was made effective from 13th February 2018, 10,724,300 equity shares of ` 5 each fully paid up held by Saldhar were cancelled and the same no. of shares were allotted to the shareholders of Saldhar in the proportion of their holding in Saldhar in the Board Meeting held on 24th February 2018.

c) Rights, Preference & Restrictions attached to Equity SharesThe Company has one class of share having a par value of ` 5 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.


NOTE 17 : EQUITY- OThER EQUITY

(` in Lakh)As at


31st March, 2018Capital Reserve 4,370.20 4,370.20Capital Redemption Reserve 0.32 0.32Securities Premium 2,599.95 2,599.95General Reserve 5,222.22 5,222.22Retained Earning 14,545.61 11,409.10Total 26,738.29 23,601.80Note:Refer Statement of Changes in Equity for detailed breakup.

Nature and purpose of Reserve (a) Capital Reserve : During amalgamation, the excess of net assets taken, over the cost of consideration paid is treated as

capital reserve.(b) Capital Redemption Reserve : The Company has recognized Capital Redemption Reserve on buyback of equity shares

from its retained earnings. The amount in Capital Redemption Reserve is equal to nominal amount of the equity shares bought back.

(c) Securities Premium : The amount received in excess of face value of the equity shares is recognized in Securities Premium. In case of equity based (settled) payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium.

(d) General Reserve : The General Reserve is used from time to time to record transfer of profit from retained earning, for appropriation purposes. As general reserve is created by transfer of one component of equity to another and it is not an item of other comprehensive income, it will not be reclassified subsequently to Profit or Loss.

(e) Retained Earning : Retained earning are the profits that the Company has earned till date,less any transfers to general reserve , dividends or other distributions paid to shareholders.


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NOTE 18 : NON CURRENT LIABILITIES- FINANCIAL LIABILITIES- TERM LOAN

(` in Lakh)As at


31st March, 2018Term Loan from Bank-Secured 100.00 - Total 100.00 - Note : Term Loans from banks is secured by first parri passu charge over moveable fixed assets (Plant and Machinery) and immovable fixed assets (Factory Land and Building) on the plant located at Taloja Maharashtra. The credit facilities availed by the Company carry interest in the range of 8.00 % p.a. to 10.00% p.a. Term Loan is repayable in quarterly installments from the year from F.Y 2020-21 over a period of 4 years.

NOTE 19 : NON CURRENT LIABILITIES- FINANCIAL LIABILITIES - OThER FINANCIAL LIABILITIES

(` in Lakh)As at


31st March, 2018Security Deposits 345.61 298.66 Total 345.61 298.66


NOTE 20 : NON CURRENT LIABILITIES - PROVISIONS (` in Lakh)



Employee Benefit Obligations Compensated absences 276.13 219.64 Total 276.13 219.64 Note:Details of provisions for Compensated absencesOpening balance - Long Term 219.64 178.76 Opening balance - Short Term 35.24 26.71 Add: Provision made during year 77.97 60.43 Less: Utilisation during the year 12.66 11.02 Closing Balance - Long Term 276.13 219.64 Closing Balance - Short Term 44.05 35.24


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NOTE 21 : NON CURRENT ASSETS- DEFERRED TAX (NET)(` in Lakh)



Deferred tax liabilitiesDepreciation on Fixed Assets (other than Scientific Research Assets) 531.21 609.42 Depreciation on Scientific Research Assets 26.34 22.85 Unrealised Long Term Capital Gain 10.32 - Total deferred tax liabilities 567.87 632.27 Deferred tax assetsProvision for doubtful debts 138.66 137.35 Provision for leave encashment & gratuity 112.06 112.29 Provision for bonus 34.87 33.18 Expenditure allowed on payment basis 53.86 61.35 Amalgamation Expenses 91.91 107.25 Total deferred tax assets 431.37 451.42 Net Deferred tax liability/(assets) 136.50 180.85 Note:Unused tax credits: In line with returns filed and assessment orders received, tax credit (MAT) recognized and utilized during the year ` 824.66 Lakh

NOTE 22 : CURRENT LIABILITIES- FINANCIAL LIABILITIES - BORROWINGS (` in Lakh)



Secured LoansWorking Capital LoansCash Credit facilities from Banks* 298.54 1,736.77 Total 298.54 1,736.77 Note:* Cash Credit and Working Capital Demand Loans from banks are secured by hypothecation of Inventories, Account Receivables on parri passu basis and exclusive charge on land and building and second parri passu charge on plant and machinery. The credit facilities availed by the Company carry interest in the range of 8.00 % p.a. to 10 % p.a.

NOTE 23 : CURRENT LIABILITIES- FINANCIAL LIABILITIES - TRADE PAYABLES

(` in Lakh)As at


31st March, 2018Outstanding dues of Micro Enterprises and Small Enterprises 332.13 117.14 Outstanding dues of Creditors other than Micro Entreprises and Small Enterprises 4,923.92 4,691.76 Total 5,256.05 4,808.90



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Note: i. Dues to micro enterprises and small enterprisesMicro & Small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) have been identified by the Company on the basis of the information available with the Company and the auditors have relied on the same. Sundry creditors include total outstanding dues of micro enterprises and small enterprises amounting to ` 332.13 lakh (Previous Year: `117.14 lakh). The disclosure pursuant to MSMED Act based on the books of account is as under:

(` in Lakh)As at


31st March, 2018Principal amount due and remaining unpaid 332.13 117.14 Interest due on above and the unpaid interest 0.32 2.16 Interest paid in terms of Section 16 of MSMED Act 0.12 2.04 Amount of payments made to supplier beyond the appointed day - 167.98 Amount of interest due and payable for the period of delay on payment made beyond the appointed day during the year without adding interest specified under MSMED Act,2006

- -

Amount of Interest accrued and remaining unpaid 0.32 0.12 Amount of further interest remaining due and payable in succeeding years for the purpose of disallowance under section 23 of the MSMED Act,2006 - -

NOTE 24 : CURRENT LIABILITIES- FINANCIAL LIABILITIES - OThER FINANCIAL LIABILITIES

(` in Lakh)As at


31st March, 2018Interest accrued but not due on borrowings - 10.74 Unpaid/Unclaimed Dividend* 95.92 82.23 Unclaimed Fixed Deposits and Interest thereon 0.70 0.70 Other Liabilities:(i) Payable for Expenses 2,202.32 1,388.19 (ii) Payable for capital goods 51.27 74.98 (iii) Commission to Non Executive Directors 62.00 53.67 Total 2,412.21 1,610.53 Note:* No amounts are due and payable to Investor Education & Protection Fund

NOTE 25 : CURRENT LIABILITIES - PROVISIONS (` in Lakh)



Employee Benefit Obligations:Compensated absences 44.05 35.24 Total 44.05 35.24



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NOTE 26 : CURRENT LIABILITIES - OThER CURRENT LIABILITIES

(` in Lakh)As at


31st March, 2018Statutory Liabilities :

(i) Service Tax 177.10 177.10 (ii) TDS under Income Tax 53.59 53.57 (iii) Provident Fund, Profession Tax and ESIC 25.06 21.12 (iv) GST Payable - 57.83

Payable to Employees :(i) Salaries and Wages 211.36 198.36 (ii) Bonus 99.79 96.13 (iii) Incentives 121.79 122.76 (iv) Gratuity 106.38 69.59 (v) Others 263.14 75.20

Total 1,058.21 871.67

NOTE 27 : REVENUE FROM OPERATIONS(` in Lakh)

For the Year Ended31st Mar 2019

For the year Ended 31st March, 2018

Sale of Products* (including excise duty)Domestic 55,135.69 45,985.39Exports 7,171.94 7,650.44Total Sale of Products 62,307.63 53,635.82Other Operating Revenue : Export Incentives 157.18 121.78 Scrap Sales 101.84 64.28 Others - 2.92

259.02 188.98Total Revenue from Operations 62,566.65 53,824.80

* Sale of Products is after providing discounts & commissions directly related to sales:Sale of ProductsDomestic 55,173.61 46,110.04Exports 7,171.94 7,650.44Total 62,345.55 53,760.48Less : Sales Discount & Rebates (37.92) (95.55) Commission - (29.11)Domestic 55,135.69 45,985.39Exports 7,171.94 7,650.44Total Sale of Products 62,307.63 53,635.82



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NOTE 28 : OThER INCOME(` in Lakh)



Interest Income on:Bank Deposits 128.16 30.14Dividend Income from Investments 105.07 66.01Income from Rent 44.46 55.07Other Income 69.76 6.59Foreign Exchange Fluctation difference 219.87 65.17Net Gain/(Loss) on sale of investments (17.69) (81.37)Net Gain/(Loss) on financial assets measured at Fair Value through Profit and Loss 219.37 571.79Total 769.00 713.41

NOTE 29A : COST OF MATERIALS CONSUMED(` in Lakh)



Raw Materials ConsumedOpening Stock 2,627.59 2,119.71Add : Purchases 42,716.88 35,193.54

45,344.47 37,313.25Less : Sale of Raw Materials (17.11) -Less : Closing Stock Raw Materials (2,243.49) (2,627.59)

43,083.87 34,685.66Packing Materials ConsumedOpening Stock 80.34 73.36Add : Purchases 1,395.18 1,262.82

1,475.52 1,336.19Less : Closing Stock Packing Materials (69.74) (80.34)

1,405.78 1,255.85Total 44,489.65 35,941.51

NOTE 29B : ChANGES IN INVENTORIES OF FINIShED GOODS, STOCK IN TRADE, WORK IN PROGRESS

(` in Lakh)For the Year Ended

31st Mar 2019For the year Ended

31st March, 2018Opening Inventories Finished Goods 1,856.97 1,955.22 Work In Progress - 18.43Total (A) 1,856.97 1,973.66Closing InventoriesFinished Goods 2,045.68 1,856.97Work In Progress - -Total (B) 2,045.68 1,856.97Total (B-A) (188.70) 116.68



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NOTE 30 : EMPLOYEE BENEFIT EXPENSE(` in Lakh)



Salaries,Wages,Allowances and Bonus 2,924.73 2,603.11Wages and allowances to Contract Labour 554.81 482.71Contribution to Provident Funds and Other funds 191.32 156.14Workmen and staff welfare expenses 158.36 141.45Total 3,829.22 3,383.42

NOTE 31 : FINANCE COST(` in Lakh)



Interest Expense on cash credit and others 155.60 134.99Other Finance Cost 24.71 21.99Total 180.30 156.98

NOTE 32 : DEPRECIATION AND AMORTIZATION EXPENSE(` in Lakh)



Depreciation on Property, Plant and Equipment 1,134.61 1,182.60Depreciation on Investment Property 0.09 0.37Amortization on intangible assets 44.56 31.28Total 1,179.26 1,214.24

NOTE 33 : OThER EXPENSES(` in Lakh)



Stores and Spares consumed 332.41 316.93Power and fuel 2,777.39 2,348.12Repairs and Maintenance :

(i) Buildings 153.57 363.17(ii) Machinery 324.81 123.26(iii) Other Assets 47.35 181.02

Rent 94.76 54.95Rates and Taxes 42.48 77.72Water Charges 144.05 129.63Insurance 71.80 60.88Freight and transport charges 1,235.42 1,071.43Advertisement 45.17 24.19Printing, Stationary, & Communication charges 101.54 86.06Travelling Expenses:

(i) Directors Travelling Expenses 86.17 112.12(ii) Others Travelling Expenses 338.53 298.68



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NOTE 33 : OThER EXPENSES (Contd...)(` in Lakh)



Commission on sales 187.28 191.99Loss on sale of Fixed Assets 0.74 39.78Fixed Assets Written off 21.51 47.37Provision / ECL for Bad & Doubtful Debts (0.04) 20.96Donation 0.27 30.34Bank Charges 169.60 117.58Miscellaneous expenses 1,089.10 764.60Corporate Social Responsibility expenses (Refer Note 33.2) 81.51 63.87Loss on Financial Assets measured at Fair Value through Profit and Loss - 24.93Commission to Non Executive Directors 62.00 53.67Directors' meeting fees 11.55 10.00Auditors Remuneration (Refer Note 33.1) 12.33 13.31Professional Fees 247.21 203.93Excess Provision written back 0.40 (32.90)Total 7,678.91 6,797.58

NOTE 33.1: BREAKUP OF AUDITORS REMUNERATION :(` in Lakh)



Auditor's remuneration and expenses:Statutory audit fees: 11.63 11.50Fees for other audit related services:Fees for certification and other services 0.11 1.43Reimbursement of out of pocket expenses 0.59 0.37Total 12.33 13.31

NOTE 33.2 : CORPORATE SOCIAL RESPONSIBILITY EXPENDITURE (CSR)The Company was required to spend an amount of ` 74.51 Lakh (Previous Year ` 60.33 Lakh) being 2% of the average net profits of the three immediately preceding financial years on CSR as per the provisions of section 135 of the Companies Act, 2013. The Company has during the year spent ` 81.51 Lakh.

(` in Lakh)Details of amount spent during the year For the Year Ended

31st Mar 2019For the year Ended

31st March, 2018(i) Construction / Acquisition of any Asset - - (ii) On purposes other than (i) above 81.51 63.87 Total 81.51 63.87 Yet to be spent - - Total 81.51 63.87

NOTE 34 : EXCEPTIONAL ITEMS(` in Lakh)



Merger expenses - 143.40Total - 143.40



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NOTE 35: INCOME TAX EXPENSES(` in Lakh)



a) Income Tax expenseCurrent TaxCurrent Tax on profits for the year 2,081.00 1,860.00Income tax for earlier years 281.75 -Total current tax expense 2,362.75 1,860.00Deferred Tax(Decrease)/Increase in deferred tax liabilities (856.22) (146.09)Total deferred tax expense/(benefit) (856.22) (146.09)Income Tax expense 1,506.52 1,713.91

NOTE 36: EARNINGS PER ShARE(` in Lakh)



Profit after Tax as per statement of profit and loss (` in Lakh) 4,660.48 3,863.64Weighted average number of equity shares used as the denominator in calculating Basic and Diluted earnings per share 20,737,984 20,737,984

Basic & Diluted earnings per share attributable to equity share holders of the company (Face value-`5 per share) 22.47 18.63

NOTE 37(a) : CONTINGENT LIABILITIES(` in Lakh)



Disputed tax demands / claimsIncome tax 588.76 588.76Service tax 242.76 109.20Excise duty 1.72 1.96Customs duty 142.09 142.09Profession Tax 3.19 3.19Open Letters of Credit 3,110.34 1,484.58Bank guarantee 2,305.00 1,005.00Notes:i. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above contingent

liabilities pending resolution of the respective proceedings, as it is determinable only on receipt of judgements/decisions pending with various forums/authorities.

ii. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statement. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results.

iii. Income tax liability is in respect of certain disallowances/transfer pricing adjustments by Income tax authorities and is in respect of certain disallowances for R & D by Income tax authorities, both disputed by the Company.

iv. Customs authorities have raised vide notice dated 22-07-2005 a demand and penalty of ` 142.09 Lakh each for a dispute regarding high seas sale. The Company has paid the demand of ` 142.09 Lakh in the FY 2011-12 and has claimed as deduction in the FY 2011-12. Balance penalty of ` 142.09 has been disclosed as contingent.



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NOTE 37(b) : CAPITAL COMMITMENTS(` in Lakh)



Estimated amounts of contracts remaining to be executed on capital account and not provided for 1,138.86 279.96

NOTE 38: RESEARCh AND DEVELOPMENT EXPENDITURE (` in Lakh)



Capital Expenditure 23.69 50.99Revenue Expenditure (Refer details below) 335.77 298.79Total 359.46 349.78Total revenue expenditure on Research and Development (R & D) eligible for weighted deduction under section 35 (2AB) of the Income Tax Act, 1961 aggregated to ` 335.77 lakh (FY 2017-18 ` 298.79 lakh). The details are as below:Revenue expenditure eligible u/s 35 (2AB): Salaries & Wages 281.37 245.46 Materials, consumable and spares 33.33 6.36 Utilities 5.12 1.80 Other expenditure directly related to R & D 15.95 45.17Total 335.77 298.79

NOTE 39 : PURSUANT TO IND AS 17 - LEASES,ThE FOLLOWING INFORMATION IS DISCLOSED :(` in Lakh)


For the year ended 31st March, 2018

The company has taken certain assets such as vehicle and office premises on operating lease. These rentals are payable by the company on a monthly basis.Lease rental payments recognized in statement of Profit and Loss 70.03 55.91Future minimum lease rental payable as per the lease agreements:Not later than one year 7.72 83.15Later than one year but not more than five years 1.26 123.13

NOTE 40 : DETAILS ON DERIVATIVES INSTRUMENTS AND UN-hEDGED FOREIGN CURRENCY EXPOSURES: (i) Exposure in foreign currency- hedged: The company enters into forward exchange contracts to hedge against its foreign currency exposures relating to

transactions and firm commitments. The company does not enter into any derivative instruments for trading or speculative purposes.

(` in Lakh)

Particulars As at 31st March 2019 As at 31st March 2018Purchase Sales Purchase Sales

Total number of contracts outstanding 3 - 5 -USD 1,497,250 - 2,327,352 -INR Equivalent (` in Lac) 1,047.23 - 1,522.52 -



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(ii) Exposure in foreign currency - unhedged: The Foreign Currency (FC) Exposures not hedged as at 31st March 2019 are as under :

(` in Lakh)Particulars As at 31st March 2019 As at 31st March 2018

ForeignCurrency ` in Lakh Foreign

Currency ` in Lakh

Trade and Other Payables (in USD)Trade and Other Payables (in EURO)Trade and Other Payables (in GBP)Trade Receivables (in USD)

4,23,652-

3249,68,628

293.05-

0.29670.01

6,42,55641,184 33,152

1,304,087

418.3833.2030.59

848.23

NOTE 41 : SEGMENT REPORTING

Operating segments are reported in a manner consistent with internal reporting provided to the Chief Operating Decision Maker (CODM) of the Company. The CODM who is responsible for allocating resources and assessing performance of the operating segments has been identified as the Managing Director of the Company. The CODM examines the company’s performance from a geographical perspective and has identified two of its following business as identifiable segments:

a. India b. Outside India. The amount of the Company’s revenue from external customer and Trade Receivable is shown in the table below:

(` in Lakh)

Particulars Revenue for the year ended 31st March, 2019

Trade Receivable as at 31st March,2019

Revenue for the year ended 31st March, 2018

Trade Receivable as at 31st March, 2018

India 55,173.61 10,428.87 46,110.04 9,024.49Outside India 7,171.94 670.01 7,650.44 848.23Total 62,345.55 11,098.88 53,760.48 9,872.72

No Single Customer contributes 10% or more to the Company’s revenue during the year ended 31st March 2019 and 31st March 2018.

NOTE 42 : RELATED PARTY TRANSACTION DISCLOSURES:

(I) Disclosures under IND AS 24 on Related Party Transactions: A. Names of Related Parties and nature of relationship:

(Related Parties and the transactions with Related Parties are identified by the management and relied upon by Auditors).

(i) Key Management Personnel and their relatives a) Atul Choksey - Chairman and Non-Executive Director b) Abhiraj Choksey - Managing Director c) Parul Atul Choksey - Relative of Chairman and Non-Executive Director d) Y B Gadgil - Executive Director e) Anand Kumashi - Company Secretary f) Rohit Mahakal - Chief Financial Officer (Resigned w.e.f 31st December 2018)(ii) Non-Executive Directors and Independent Directors: a) Atul Choksey - Chairman and Non-Executive Director b) Girish Choksey - Non Executive Director (Resigned w.e.f 28th March 2019) c) Amit Choksey - Non Executive Director



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d) Dr Sivaram - Independent Director e) Manubhai Patel - Independent Director (Resigned w.e.f 18th June 2018) f) Shailesh Vaidya - Independent Director g) Kamlesh Vikamsey - Independent Director h) Priyamvada Bhumkar - Independent Director i) Udayan Choksi - Independent Director (Appointed w.e.f 27th July 2018)(iii) Entities in which some of the Directors are interested: a) Abhiraj Trading & Investments Pvt. Limited b) Aeonian Investments Company Limited c) Amisha Habitat Private Limited d) Apco Enterprises LLP e) Aquamarine Trading & Investments Pvt. Limited f) Aquamarine Investment Managers LLP g) Balasesh Leafin Limited h) Bhuvantray Investments & Trading Co. Pvt. Limited i) Choksey Chemical Pvt. Limited j) Cons Holdings Limited k) Jareepa Trading LLP l) Gauriputra Investments & Trading Co. Pvt. Limited m) Haridwar Enterprises LLP n) HMP Mineral Pvt. Limited o) Mazda Colours Limited p) Colortek India Ltd q) Sammelan Investments & Trading Limited r) Shyamal Fin-vest (India) Limited s) The Hindustan Mineral Products Co. Limited

B. Transactions with Related Parties:(i) Key Managerial Personnel Compensation: (` in Lakh)

Short Term and Post-Employment Benefits Year 2018-19 Year 2017-18RemunerationAbhiraj A. Choksey - Managing DirectorY. B. Gadgil - Executive DirectorAnand Kumashi - Company SecretaryRohit Mahakal - Chief Financial Officer*

101.7041.7127.3113.59

90.7436.8225.2617.26

Total 184.31 170.08 *Resigned w.e.f from 31st December, 2018. Key Managerial Personnel who are under the employment of the company are entitled to post-employment

benefits and other long term employee benefits recognized as per Ind AS 19-‘Employee Benefits’ in the financial statements. As these employee benefits are lump sum amounts provided on the basis of actuarial valuation, the same is not included above.



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(ii) Transactions with other Related parties (` in Lakh)

Sr No

Particulars Relationship Year 2018-19

Year 2017-18

a. Sale of GoodsChoksey Chemicals Pvt. Ltd Entities in which some of the Directors are

interested101.07 116.94

b. Rent IncomeAquamarine Investment Manager LLP

Entities in which some of the Directors are interested

- 0.35

c. Rent and Other expenses (Reimbursement)Apco Enterprises LLP Entities in which some of the Directors are

interested9.97

.9.97

d. Reimbursement of Medical ExpensesShri. Atul C. Choksey Chairman and Non-Executive Director 2.84 2.68

e. Leasing of Premises and allied expensesParul Atul Choksey Relative of Chairman and Non-Executive

Director7.61 -

f. Sitting FeesAtul C. ChokseyOther

Chairman and Non-Executive DirectorNon-Executive Directors and Independent Directors

1.1010.45

0.809.20

g. Commission paid during the yearAtul C.ChokseyOther

Chairman and Non-Executive DirectorNon-Executive Directors and Independent Directors

40.8112.50

12.626.00

h. Outstanding as at 31st MarchTrade and Other Payable Apco Enterprises LLP

Abhiraj A. Choksey – Remuneration PayableTrade and Other ReceivableChoksey Chemicals Pvt Ltd

Entities in which some of the Directors are interestedManaging Director

Entities in which some of the Directors are interested

-

3.60

31.18

12.88

2.11

39.59

NOTE 43 : EMPLOYEE BENEFIT

a) Contribution to Defined Contribution Plan i) Employers Contribution to Provident Fund including contribution to Pension Fund amounting to ` 131.46

lakh (Previous Year – ` 116.78 lakh) has been included under Contribution to Provident and other Funds. (Refer Note – 30)

ii) Compensated absences The Company provides for encasement of leave with pay subject to certain rules. The employees are entitled to

accumulate leave subject to certain limits, for future encasement. The liability is provided based on the number of days of unutilized leave at each Balance Sheet date on the basis of an independent actuarial valuation.

iii) Superannuation The Company makes contribution to Superannuation Scheme, a defined contribution scheme administered by

Insurance Companies. The Company has no obligation to the scheme beyond its annual contribution.



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b) Contribution to Defined Benefit Plans: i) Gratuity: The Company provides for gratuity as per the Payment of Gratuity Act, 1972. Employees who are in continuous

service for a period of 5 years are eligible for gratuity. Amount of gratuity payable on retirement /termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied by number of years of service. The Company accounts for the liability for gratuity benefits payable in future based on actuarial valuation.

These plans typically expose the Company to actuarial risks such as, Investment risk, Interest rate risk, longevity risk, salary escalation rate risk etc.

a) Investment risk: The present value of defined benefit plan liability is calculated using a discount rate determined by reference

to the market yields on government bonds denominated in Indian rupees. If the actual return on plan asset is below this rate, it will create a plan deficit.

b) Interest rate risk: A decrease in the bond interest rate will increase the plan liability. However this will be partially offset by an

increase in the return on plans debt investments. c) Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of

the mortality of plan participants during their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

d) Salary Escalation Rate risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan

participants. An increase in the salary of plan participants will increase the plans liability. The following table sets out the status of the Gratuity Plan as required under IND AS 19. The principal assumption used for the purposes of the actuarial valuation are as follows:

(` in Lakh)

Particulars As at31st March 2019


Discount Rate 7.60 % 7.85 %Expected rate of salary increase 7.75 % 7.25 %

The amount included in the balance sheet arising from the company’s obligation in respect of its defined benefit plans is as under:

(` in Lakh)

ParticularsGratuity (Funded Plan)



Present value of defined benefit obligation 652.38 555.10Fair value of plan assets 546.01 460.85Net defined liability recognized in balance sheet 106.37 94.25

Amount recognized in profit and loss account in respect of these defined benefit plans are as follows:(` in Lakh)



Current Service Cost 42.14 33.76Past Service Cost - 24.33Interest on net defined benefit liability/ (asset) 3.47 8.45Components of defined benefit costs recognized in profit and loss account

45.61 66.54



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Amount recognized in other comprehensive income in respect of these defined benefit plans are as follows:(` in Lakh)



Remeasurement on the net defined benefit liability comprising:Actuarial (gain) / loss arising from changes in financial assumptions 35.65 11.80Actuarial (gain) / loss on demographic assumption (0.08) -Actuarial (gain) / loss arising from experience adjustments 4.06 13.24Actuarial (gain) / loss on plan assets (2.92) 8.60Components of defined benefit costs recognized in other comprehensive income

36.71 33.64

The movements of net liability / (asset) from the beginning to the end of the accounting period as recognized in the balance sheet of the Company are as follows:

(` in Lakh)



Opening net defined benefit liability/ (asset) 94.25 140.95Expenses charged to profit and loss account 45.61 66.54Amounts recognized in Other Comprehensive Income 36.71 33.64Employer contributions (70.20) (146.87)Closing net defined liability / (asset) 106.37 94.25

Movements in the present value of the defined benefit obligation in the current year are as follows: (` in Lakh)



Opening of defined benefit obligation 555.10 460.56Current Service cost 42.14 33.75Past Service Cost - 24.33Interest on defined benefit obligation 40.38 32.07Actuarial (gain) / loss arising from changes in financial assumptions 35.65 11.80Actuarial (gain) / loss arising from changes in demographic assumptions

(0.08) -

Actuarial (gain) / loss arising from experience adjustments 4.06 13.24Benefits paid (24.87) (20.65)Closing defined benefit obligation 652.38 555.10

Movement in fair value of the plan assets in the current year are as follows:(` in Lakh)



Opening fair value of plan assets 460.85 319.61Employer Contributions 70.20 146.87Interest on plan assets 36.91 23.61Remeasurements due to Actual return on planassets less interest on plan assets

2.92 (8.59)

Benefits paid (24.87) (20.65)Closing fair value of plan assets 546.01 460.85



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A split of plans asset between various asset classes as well as segregation between quoted and unquoted values is presented below:

(` in Lakh)

Particulars



Quoted Value

Non Quoted Value

Quoted Value

Non Quoted Value

Insurer managed funds - 546.01 - 460.85

The plan does not invest directly in any property occupied by the Company or in any financial securities issued by the Company.

The estimates of future salary increases, considered in actuarial valuations, taking account of inflation, seniority, promotions, and other relevant factors, such as supply demand in the employment market.

The overall expected rate of return on assets is determined based on market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in market scenario.

(` in Lakh)

ExperienceAdjustments






Defined Benefit Obligations

(192.30) (222.01) (460.56) (555.1) (652.38)

Plan Assets 164.45 199.89 319.61 460.85 546.01Surplus / (Deficit) (27.85) (22.12) (140.95) (94.25) (106.37)

Maturity Analysis of Projected Benefit Obligation: From the fund projected benefits payable in future years from the date of reporting:

Maturity profile ` in LakhExpected benefits for year 1 96.09Expected benefits for year 2 79.55Expected benefits for year 3 25.39Expected benefits for year 4 26.52Expected benefits for year 5 56.57Expected benefits for year 6 76.69Expected benefits for year 7 99.08Expected benefits for year 8 60.88Expected benefits for year 9 87.03Expected benefits for year 10 and above 774.75

Sensitivity Analysis

(` in Lakh)Period Ended 31st March 2019

Discount Rate Salary Escalation RateDefined benefit obligation on increase in 50 bpsImpact of increase in 50 bps in DBODefined benefit obligation on decrease in 50 bpsImpact of decrease in 50 bps in DBO

628.00(3.74%)678.48

4%

677.533.86%628.38(3.68%)

These sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. There have been no changes from the previous periods in the methods and assumptions used in preparing the sensitivity analyses.



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NOTE 44 : FINANCIAL RISK MANAGEMENT The Company’s business activities are exposed to a variety of financial risks i.e. Liquidity risk, market risks and credit

risk. The Company’s senior management has overall responsibility for establishing and governing the Company’s risk management framework.

The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Board of the Company.

a) Liquidity Risk: Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The

objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund and non-fund based working capital limits from its bankers.

The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet its daily operational needs. Any short-term surplus cash generated, over and above the normal requirement for working capital is invested in Bank Fixed deposits and Mutual funds, which carry minimal mark to market risks.

The below table summarizes the maturity profile at the balance sheet date for its non-derivative financial liabilities based on undiscounted cash flows:

(` in Lakh)Undiscounted

Carrying Amount

Payable within 1 year

More than 1 years

Total

As at 31st March 2019Borrowings (Refer Note 22) 298.54 298.54 - 298.54Trade Payables (Refer Note 23) 5,256.05 5,256.05 - 5,256.05Other financial liabilities-Other Liabilities(Refer Note 19 and 24)

2,757.81 2,412.21 345.61 2,757.82

As at 31st March 2018Borrowings (Refer Note 22) 1,736.77 1,736.77 - 1,736.77Trade Payables (Refer Note 23) 4,808.91 4,808.91 - 4,808.91Other financial liabilities-Other Liabilities(Refer Note 19 and 24)

1,909.19 1,610.53 298.66 1,909.19

b) Market Risks: Market risk is the risk of changes in market prices, liquidity and other factors that could have an adverse effect on

realizable fair values or future cash flows to the Company. The Company’s activities expose it to risk from movements in foreign currency exchange rates, interest rates, and market prices that affect its assets, liabilities and future transactions.

c) Foreign currency risk: i) Potential impact of risk: The Company undertakes transactions denominated in foreign currency and is thus exposed to foreign currency

risk from transactions and translation. The Company’s exposure to foreign currency risk at the end of reporting period expressed in INR as on

31st March 2019:



apcotex

(` in Lakh)

Particulars USD EUR GBPFinancial Assets:Foreign currency debtors for exports of goods 670.01 - -Bank balances 220.26 0.19 -Net exposure to foreign currency risk - assets 890.27 0.19 -Financial Liabilities:Foreign currency creditors for import of goods & services 293.05 - 0.29Derivative Liabilities:Foreign exchange forward contract (purchase) foreign currency 1,047.23 - -Net exposure to foreign currency risk –(liabilities)/asset

(754.18) - 0.29

The Company’s exposure to foreign currency risk at the end of reporting period expressed in INR as on 31st March 2018:

(` in Lakh)

Particulars USD EUR GBPFinancial Assets:Foreign currency debtors for exports of goods 848.23 - -Bank balances 236.8 0.19 -Net exposure to foreign currency risk - assets 1,085.03 0.19 -Financial Liabilities:Foreign currency creditors for import of goods & services 418.38 33.20 30.59Derivative Liabilities:Foreign exchange forward contract (purchase) foreign currency 1,522.52 - -Net exposure to foreign currency risk – (liabilities)/asset (1,104.14) 33.2 30.59

A. Management policy The Company manages currency exposures within prescribed limits, through use of forward exchange

contracts. The use of derivative instruments is subject to limits and regular monitoring by Management. B. Sensitivity to risk The sensitivity of profit and loss to changes in the exchange rates arises mainly from un hedged foreign

currency denominated financial instruments. The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreign exchange rate exposure of currency and a parallel foreign exchange rates shift in the foreign exchange rates of each currency by 5% which represents Managements assessment of the reasonably possible change in foreign exchange rates.

The company’s exposure to foreign currency risk at the end of the reporting period as on 31st March 2019 are as follows:

Currency TradeReceivables

TradePayables

NetExposure

Exchange Rate

5% strengthening in exchange rate

Difference inExchange Rate

Net Gain/(Loss)

(` in Lakh)

USD 9,68,628 4,23,652 5,44,976 69.17 65.71 3.46 (18.85)

GBP - 324 (324) 90.48 85.96 4.52 0.01

Net gain/(loss) (18.84)



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The company’s exposure to foreign currency risk at the end of the reporting period as on 31st March 2018 are as follows:

Currency TradeReceivables

TradePayables

NetExposure

Exchange Rate

5% strengthening in exchange rate

Difference inExchange Rate

Net Gain/(Loss)

(` in Lakh)

USD 1,304,087 6,42,556 6,61,531 65.04 61.79 3.25 (21.50)

EURO - 41,184 (41,184) 80.61 76.58 4.03 1.66

GBP - 33,152 (33,152) 92.27 87.66 4.61 1.53

Net gain/(loss) (18.31)

A 5% weakening of the INR against these currencies would have led to an equal but opposite effect. d) Price risk: i. Potential impact of risk: The Company is mainly exposed to the price risk due to its investments in equities & mutual funds. The price risk

arises due to uncertainties about the future market value of these investments. As at 31st March 2019, the investments in equities & mutual funds amounts to ` 4,278.03 Lakh (as at 31st March

2018- ` 4,990.70 Lakh) which are exposed to price risk. ii. Management policy: The Company has laid policies and guidelines which it adheres to in order to minimize price risk arising from

Investments in Equities & Mutual funds. iii. Sensitivity to risk: A 5% increase in prices would have led to approximately an additional ` 213.90 Lakh gain in the statement of

Profit and Loss for the year ended 31st March 2019 (For the year ended 31st March 2018- ` 249.54 Lakh). A 5% decrease in prices would have led to an equal but opposite effect.

iv. Interest rate risk: Potential impact of risk: Interest rate risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because

of changes in market interest rates. The Company is exposed to interest rate risk because the Company borrows funds at both fixed and variable interest rates.

The Company has variable rate borrowings which are exposed to interest rate risk. Average borrowings for the year 2018-19 - ` 2,031.56 Lakh (For the year 2017-18 - ` 1,891.92 Lakh).

v. Management policy: The risk is managed by maintaining an appropriate mix between fixed and floating rate borrowings. The Company

has laid policies and guidelines which it adheres to in order to minimize the interest rate risk. vi. Sensitivity to risk: The sensitivity analysis has been determined based on exposure to interest rates at the end of reporting period.

For floating rate liabilities, the analysis is prepared assuming that the amount of liability as on the end of reporting period was outstanding for the entire year. A 25 basis point increase or decrease is used when reporting interest rate risk internally and represents Managements assessment of the reasonable possible change in interest rates.

If Interest rates had been 25 basis point higher, the Company’s profit would decrease by approximate ` 4.29 Lakh (For the year ended 31st March 2018, profit would decrease by ` 3.30 Lakh). A 25 basis point decrease in Interest rates would have led to an equal but opposite effect.

vii. Credit Risk: Credit risk refers to the risk that counter party will default on its contractual obligations resulting in financial loss

to the Company. The Company has adopted a policy of dealing with creditworthy counter parties and obtaining sufficient collateral, wherever appropriate, as a means of mitigating the risk of financial loss from defaults.



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Trade receivables consist of a large number of customers, across geographies, hence is not exposed to concentration risk. Ongoing credit evaluation is performed on the financial condition of its customers.

The Company makes an allowance for doubtful debts using Expected Credit Loss (ECL) model. Movement in expected credit loss allowance:

(` in Lakh)

Particulars As at 31st March 2019

As at 31st March 2018

Trade Receivables 11,119.35 9,824.35Allowance for doubtful debt at beginning of the year 10.19 8.20Incremental expected credit loss allowance 0.36 1.99Allowance for doubtful debt at end of the year 10.56 10.19

NOTE 45 : FAIR VALUE MEASUREMENT The Management has assessed that its financial assets and liabilities like cash and cash equivalents, trade receivables,

trade payables, bank overdrafts and other current liabilities approximate their carrying values largely due to the short-term maturities of these instruments.

The carrying amounts and fair values of financial instruments by class are as follows:

(` in Lakh)As at 31st March 2019 As at 31st March 2018

Notes FVTPL Amortized cost

FVTPL Amortized cost

Financial assetsLong Term Investments- Equity instruments 5 2,520.83 2,992.22- Mutual Funds 5 1,757.20 1,998.48Short Term Investments-Mutual Funds 9 2,613.50 2,547.07Trade receivables 10 11,119.35 9,824.35Cash and cash equivalents 11 570.22 552.64Other Bank balances 12 436.21 174.65Loans to employees 13 24.69 30.45Other receivables(unsecured)

14 401.55 416.86

Total Financial Assets 6,891.53 12,552.02 7,537.77 10,998.95Financial LiabilitiesTerm Loan 18 100.00 -Trade/Security deposits 19 345.61 298.66Borrowings 22 298.54 1,736.77Trade payables 23 5,256.05 4,808.91Other Financial Liabilities 24 2,412.21 1,610.53

Total Financial Liabilities 8,412.41 8,454.87

(i) Fair Value hierarchy This section explains the judgements and estimates made in determining the fair values of the financial statement that

are (a) recoginsed and measured at fair value and (b) measured at amortized cost. To provide an indication about the realiability of the inputs used in determining the fair value, the Company has classified its financial instruments into three levels prescribed under accounting standard. An explanation of each level follows the underneath table:



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Financial Assets & Liabilities measured at fair value:

(` in Lakh)As at 31st March 2019 Notes Level 1 Level 2 Level 3 TotalFinancial AssetsFinancial Instruments at FVTPLLong Term Investment- Equity- Mutual FundsShort Term Investment- Mutual Funds

55

9

2,520.831,757.20

2,613.50

--

-

--

-

2,520.831,757.20

2,613.50Total Financial Assets 6,891.53 - - 6,891.53Financial Liabilities - - - -Total Financial Liabilities - - - -

Assets and Liabilities which are measured at amortized cost:

(` in Lakh)As at 31st March 2019 Note Level 1 Level 2 Level 3 TotalFinancial AssetsLoans to employees 13 - - 24.69 24.69Total Financial Assets - - 24.69 24.69Financial Liabilities - - - -Total Financial Liabilities - - - -

Financial Assets & Liabilities measured at fair value:

(` in Lakh)As at 31st March 2018 Notes Level 1 Level 2 Level 3 TotalFinancial AssetsFinancial Instruments at FVTPLLong Term Investment- Equity- Mutual FundsShort Term Investment- Mutual Funds

55

9

2,992.221,998.48

2,547.07

--

-

--

-

2,992.221,998.48

2,547.07Total Financial Assets 7,537.77 - - 7,537.77Financial Liabilities - - - -Total Financial Liabilities - - - -

Assets and Liabilities which are measured at amortized cost:

(` in Lakh)As at 31st March 2018 Note Level 1 Level 2 Level 3 TotalFinancial AssetsLoans to employees 13 - - 30.45 30.45Total Financial Assets - - 30.45 30.45Financial Liabilities - - - -Total Financial Liabilities - - - -

Level 1: Level 1 hierarchy included financial instruments measured using quoted prices. This included listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: the fair value of financial instruments that are not traded in an active market are determined using valuation techniques which maximize the use of observable market data. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.



apcotex

NOTE 46 : ACCOUNTING PRONOUNCEMENT ISSUED BUT NOT EFFECTIVE a) Ind AS 116 Leases: On 30th March 2019, Ministry of Corporate Affairs has notified Ind AS 116, Leases. Ind AS 116 will replace the existing

leases standard, Ind AS 17 Leases and related Interpretations. The Standard sets out the principles for the recognition, measurement , presentation and disclosure of leases for both parties to a contract i.e., the lessee and the lessor. Ind AS 116 introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value.

The effective date for adoption of Ind AS 116 is annual periods beginning on or after April 1, 2019 however the effect on adoption will not have any impact on financial statement.

b) Ind AS 12 Income Taxes (Amendments relating to income tax consequences of dividend and uncertainty over income tax treatments) :

The amendment relating to income tax consequences of dividend clarify that a Company shall recognize the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the Company originally recognized those past transactions or events. The Company does not expect any impact from this pronouncement. It is relevant to note that the amendment does not amend situations where the Company pays a tax on dividend which is effectively a portion of dividends paid to taxation authorities on behalf of shareholders. Such amount paid or payable to taxation authorities continues to be charged to equity as part of dividend, in accordance with Ind AS 12.

The amendment to Appendix C of Ind AS 12 specifies that the amendment is to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. It outlines the following: (1) the Company has to use judgment, to determine whether each tax treatment should be considered separately or whether some can be considered together. The decision should be based on the approach which provides better predictions of the resolution of the uncertainty (2) the Company is to assume that the taxation authority will have full knowledge of all relevant information while examining any amount (3) Company has to consider the probability of the relevant taxation authority accepting the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates would depend upon the probability. The Company does not expect any significant impact of the amendment on its financial statement.

c) Ind AS 109 Financial Instruments (Prepayment Features with Negative Compensation) : The amendments relate to the existing requirements in Ind AS 109 regarding termination rights in order to allow

measurement at amortized cost (or, depending on the business model, at fair value through other comprehensive income) even in the case of negative compensation payments. The Company does not expect this amendment to have any impact on its financial statement.

d) Ind AS 19 Employee Benefits (Plan Amendment, Curtailment or Settlement) : The amendments clarify that if a plan amendment, curtailment or settlement occurs, it is mandatory that the current

service cost and the net interest for the period after the re-measurement are determined using the assumptions used for the re-measurement.

In addition, amendments have been included to clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The Company does not expect this amendment to have any significant impact on its financial statement.

e) Ind AS 23 Borrowing Costs: The amendments clarify that if any specific borrowing remains outstanding after the related asset is ready for Its

intended use or sale, that borrowing becomes part of the funds that an Company borrows generally when calculating the capitalization rate on general borrowings. The Company does not expect any impact from this amendment.



apcotex

As per our Report of even date For and on behalf of Board of DirectorsFor SGDG & Associates LLP ATUL C. ChOKSEY Chairman (DIN00002102)Chartered Accountants ABhIRAJ A. ChOKSEY Managing Director (DIN00002120)Firm Registration Number: W100188 KAMLESh S. VIKAMSAY Director (DIN00059620)


NOTE 47 : CAPITAL MANAGEMENT The Company manages its capital to ensure that it will be able to continue as going concern while maximizing the returns

to stakeholders through optimization of debt and equity ratios.

The Company determines the amount of capital required on the basis of annual budgets and three years corporate plan for working capital, capital outlay and long-term strategies. The funding requirements are met through internal accruals and a combination of long-term and short-term borrowings.

The Company monitors the capital structure on the basis of total debt to equity and maturity profile of the overall debt portfolio of the Company.

(` in Lakh)

31st March 2019 31st March 2018Debt (long-term and short-term borrowings including current maturities) 398.54 1,736.77Equity 27,775.19 24,638.70Debt equity ratio 0.01 0.07

NOTE 48 : Previous year’s figures have been have been regrouped wherever necessary to confirm to current year’s presentation.



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NOTICE

NOTICE is hereby given that the Thirty Third (33rd) Annual General Meeting (AGM) of apcotex industries limited will be held at EBONY Hall, Tunga Hotel, Plot No. 37, Sector 30 - A, Vashi, Navi Mumbai 400 703 on Tuesday, the 4th day of June 2019 at 11.00 am to transact the following business:

ORDINARY BUSINESS:1. To receive, consider and adopt the Financial Statement

of the Company for the year ended 31st March 2019 together with the Reports of the Board of Directors and Auditor thereon.

2. To declare a dividend on Equity Shares.3. To appoint a Director in place of Mr. Atul Choksey

(DIN 00002102), who retires by rotation and being eligible, offers himself for reappointment.

SPECIAL BUSINESS:

4. Appointment of Mr Udayan Choksi as Director and an Independent Director

To consider and if thought fit, to pass with or withoutmodification(s),thefollowingResolutionasan Ordinary Resolution:

“RESOLVED THAT Mr Udayan Choksi (DIN 02222020), who was appointed by the Board of Directors as an Additional Director of the Company with effect from 27th July 2018 under Section 161(1) of the Companies Act, 2013 (“the Act”) and The Companies (Appointment andQualificationofDirectors)Rules2014,whose termofofficeexpiresat theensuingAGMand iseligible forappointment, be and is hereby appointed as a Director of the Company.”

“RESOLVED FURTHER THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any, of the Act, The Companies(AppointmentandQualificationofDirectors)Rules2014(includinganystatutorymodificationsorre-enactment(s) thereof for the time being in force), and SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015 as amended time to time, Mr Udayan Choksi (DIN 02222020), who has submitted a declaration that he meets the criteria of Independence under Section 149(6) of the Act and applicable regulations of SEBI (LODR) Regulations, 2015 and who is eligible for appointment and also declared that he has notbeendebarredfromholdingtheofficeofdirectororcontinuing as a director of company by SEBI/MCA or any other authority in India or abroad and whose appointment has been recommended by the Nomination and Remuneration Committee and by the Board of Directors, be and is hereby appointed as an Independent Director oftheCompany,forafirsttermoffiveconsecutiveyearstoholdtheofficefromtheconclusionof33rd AGM and up to the conclusion of the 38th AGM of the Company in the calendar year 2024.

5. Re-appointment of Mr Abhiraj Choksey as a Managing Director

To consider and if thought fit, to pass with or withoutmodification(s), the following Resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (includinganystatutorymodification(s)or re-enactmentthereof for the time being in force), and subject to approval of Central Government, if any, required, the Company hereby approves appointment of Mr. Abhiraj Choksey (DIN 00002120), as Managing Director of the Company, for a further period of three (3) years, effective from 1stMay2019,upon the termsandconditionsset-out in the draft agreement submitted to this meeting andforidentificationsignedbyChairmanthereto,whichagreementisherebyspecificallyapprovedwithauthorityto the Board of Directors including committees thereof, to alter and/or vary such terms and conditions of the said appointment, within the limits, if any, prescribed in the Act and/or Schedules thereto”.

“RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during theaforesaid period, the Company shall pay to Mr. Abhiraj Choksey, remuneration by way of salary, perquisites and allowances, not exceeding the ceiling laid downin Schedule V of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutorymodification(s)orre-enactmentthereofforthetime being in force) as may be decided by the Board of Directors, after obtaining suitable recommendation of its Remuneration Committee.”

“RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to enhance, enlarge, alter or vary the scope and quantum of salary, perquisites, allowances and incentive of Mr. Abhiraj Choksey, which revision shall be in conformity with any amendments to the relevant provisions of the Companies Act and/or the rules and regulations made thereunder and/or such guidelines as may be announced by the Central Government from time to time.”

6. Re-appointment of Mr Y B Gadgil as an Executive Director


“RESOLVED THAT pursuant to the provisions of Section 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (includinganystatutorymodification(s)or re-enactment


apcotex


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thereof for the time being in force), Mr. Y B Gadgil (DIN 07353169)beandisherebyappointedasanExecutiveDirector of the Company, for a period effective from 6th February 2019 to 31st March 2020, on the same terms and conditionsoftheexistingemploymentwiththeCompany,with liberty to the Board of Directors/Committee of Board thereof, to alter and vary such terms and conditions of the said appointment, including remuneration within, themaximum limits prescribed under provisions of theCompanies Act, 2013”.

“RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year duringthe aforesaid period, the Company shall pay to Mr. Y B Gadgil, remuneration by way of salary, perquisites and allowances, not exceeding the ceiling laid downin Schedule V of the Companies Act, 2013, as may be decided by the Board of Directors, after obtaining suitable recommendation of its Remuneration Committee.”

“RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to enhance, enlarge, alter or vary the scope and quantum of salary, perquisites, allowances and incentive of Mr. Y B Gadgil, which revision shall be in conformity with any amendments to the relevant provisions of the Companies Act and/or the rules and regulations made thereunder and/or such guidelines as may be announced by the Central Government from time to time.”

7. Re-appointment of Dr. S. Sivaram as an Independent Director


“RESOLVED THAT pursuant to the provisions of Section 149,152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 as amended from time to time and the Companies (Appointment and Qualification of Directors) Rules 2014 (includingany statutory modifications(s) or reenactment thereoffor the time being in force), the relevant provisions of SEBI (LODR) Regulations, 2015, Dr. S. Sivaram (DIN 00009900), whose present term as an Independent Director ends at the conclusion of 33rd AGM of the Company in the calendar year 2019, who has given his consent for the re-appointment and has submitted adeclaration that he meets the criteria for independence under Section 149 of the Act and the applicable regulation of SEBI (LODR) Regulations, 2015 and also declared thathehasnotbeendebarredfromholdingtheofficeofdirector or continuing as a director of company by SEBI/MCA or any other authority in India or abroad and is eligible forre-appointmentandwhosere-appointmenthasbeenrecommended by the Nomination and Remuneration Committee and by the Board of Directors, be and is hereby re-appointedasan IndependentDirectorof theCompany,forasecondtermoffiveconsecutiveyearstoholdtheofficefromtheconclusionof33rd AGM and up to the conclusion of the 38th AGM of the Company in the calendar year 2024.

“RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the SEBI (LODR) (Amendment) Regulations, 2018 and other applicable provisions, if any of the Companies Act, 2013, as amended from time to time, approval of the members of the Company be and is hereby accorded for continuation of directorship of Dr. S. Sivaram(DIN00009900)astheNon-ExecutiveDirectorof the Company, who will be above the age of 75 (Seventy Five) years during the year 2022.

8. Re-appointment of Mr. Shailesh Vaidya as an Independent Director


“RESOLVED THAT pursuant to the provisions of Section 149,152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 as amended from time to time and the Companies (Appointment and Qualification of Directors) Rules 2014 (includingany statutory modifications(s) or reenactment thereoffor the time being in force), the relevant provisions of SEBI (LODR) Regulations, 2015, Mr. Shailesh Vaidya (DIN 00002273), whose present term as an Independent Director ends at the conclusion of 33rd AGM of the Company in the calendar year 2019, who has given his consent for the re-appointment and has submitted adeclaration that he meets the criteria for independence under Section 149 of the Act and the applicable regulation of SEBI (LODR) Regulations, 2015 and also declared thathehasnotbeendebarredfromholdingtheofficeofdirector or continuing as a director of company by SEBI/MCA or any other authority in India or abroad and is eligible forre-appointmentandwhosere-appointmenthasbeenrecommended by the Nomination and Remuneration Committee and by the Board of Directors, be and is hereby re-appointedasan IndependentDirectorof theCompany,forasecondtermoffiveconsecutiveyearstoholdtheofficefromtheconclusionof33rd AGM and up to the conclusion of the 38th AGM of the Company in the calendar year 2024.

9 Re-appointment of Mr. Kamlesh Vikamsey as an Independent Director


“RESOLVED THAT pursuant to the provisions of Section 149,152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 as amended from time to time and the Companies (Appointment and Qualification of Directors) Rules 2014 (includingany statutory modifications(s) or reenactment thereoffor the time being in force), the relevant provisions of SEBI (LODR) Regulations, 2015, Mr. Kamlesh Vikamsey (DIN00059620), whose present term as an Independent Director ends at the conclusion of 33rd AGM of the Company in the calendar year 2019, who has given his consent for the re-appointment and hassubmitted a declaration that he meets the criteria for


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independence under Section 149 of the Act and the applicable regulation of SEBI (LODR) Regulations, 2015 and also declared that he has not been debarred from holding theofficeofdirectororcontinuingasadirectorof company by SEBI/MCA or any other authority in India or abroad and is eligible for re-appointment andwhose re-appointment has been recommended by theNomination and Remuneration Committee and by the Board of Directors, be and is hereby re-appointed asan Independent Director of the Company, for a second termoffiveconsecutiveyearstoholdtheofficefromtheconclusion of 33rd AGM and up to the conclusion of the 38th AGM of the Company in the calendar year 2024.

10. Approval of Annual Remuneration payable to single Non-Executive Director


“RESOLVED THAT pursuant to the provisions of Section 197, 198 and other applicable provisions of the Companies Act, 2013 and Rules thereunder (including anystatutorymodificationorre-enactmentthereofforthetime being in force) read with Regulation 17 (6) (ca) of SEBI (LODR) Regulations, 2015, as amended, approval of the members of the Company be and is hereby accorded for payment of Commission of ` 48.00 lacs to Mr Atul Choksey – Chairman of the Company, out of total commission of ` 62.00lacsforNon-ExecutiveDirectorsof the Company, as computed under Section 198 of the Companies Act, 2013 @ 1% of the net profits of theCompanyforthefinancialyear.

“RESOLVED FURTHER that Shri Anand V Kumashi – Company Secretary, be and is hereby authorized to do all such acts, deeds, matters and things as may be deemed necessary, proper or desirable for the purpose of giving effect to this Resolution.

11. Sub - Division of Equity Shares of the Company To consider and if thought fit, to pass with or without

modification(s),thefollowingResolutionasanOrdinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 61(1)d and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modificationorre-enactmentthereofforthetimebeinginforce) and Article 8 and other enabling provisions of the Articles and Memorandum of Association of the Company and subject to such approvals, consents, permissions and sanctions as may be necessary from the authorities concerned, each equity shares of nominal value of ` 5/- (Rupee Five) of the Company be sub-divided intoequity shares of nominal value of ` 2/- (Rupees Two)eachandeachunclassifiedsharesofnominalvalueof` 5/- (RupeeFive)of theCompanybesub-divided intounclassified shares of nominal value of ` 2/- (RupeesTwo) each, consequently, the Authorized Share Capital of the Company of ` 31,61,00,000/-(RupeesThirtyOneCroresandSixtyOneLakhsonly)shallstandasunder:

Particulars Pre Sub – DivisionNo. of Shares Face Value

(in ` )Total Share

Capital (in ` )

Equity Shares 6,31,60,000 5 31,58,00,000Preference Shares 500 100 50,000Unclassifiedshares 50000 5 2,50,000

Total Authorized Shares Capital 31,61,00,000Paid Up Share Capital

2,07,37,984 5 10,36,89,920

Particulars Post Sub – DivisionNo. of Shares Face Value

(in ` )Total Share

Capital(in ` )

Equity Shares 15,79,00,000 2 31,58,00,000Preference Shares 500 100 50,000Unclassifiedshares 1,25,000 2 2,50,000

Total Authorized Shares Capital 31,61,00,000Paid Up Share Capital

5,18,44,960 2 10,36,89,920

RESOLVED FURTHER THATpursuanttothesub-division of the equity shares of the Company as above, the 2,07,37,984 (Two Crores Seven Lacs Thirty Seven Thousand Nine Hundred Eighty Four) issued equity shares of the nominal value of ` 5/- (Rupees Five) ofthe Company shall stand sub-divided into 5,18,44,960(Five Crores Eighteen Lacs Forty Four Thousand Nine HundredSixty)EquitySharesofthenominalvalueof` 2/-(RupeeTwo)each.

RESOLVED FURTHER THATuponsub-divisionofequityshares as aforesaid, the existing share certificate(s) inrelationtotheexistingequitysharesofthenominalvalueof ` 5/-(RupeeFive)eachheldinphysicalformshallbedeemed to have been automatically cancelled and be of no effect on and from the “Record date” and the Company may,withoutrequiringthesurrenderoftheexistingsharecertificate(s),directly issueanddispatchthenewsharecertificate(s)oftheCompany,inlieuthereofandincaseof members who hold the equity shares / opt to receive sub-dividedequitysharesindematerializedform,thesub-divided equity shares shall be credited to the respective beneficiaryaccountoftheMembers,withtheirrespectivedepository participants and the Company shall undertake such corporate actions as may be necessary in relation totheexistingequityshares,whetherinphysicalformorin dematerialized form.

RESOLVED FURTHER THAT upon the sub-divisionoffaceofvalueofeachsharefromRs5/-toRs2/-,allfractionsresultingfromthesub-divisionofsharesintheaforesaid manner shall be consolidated into whole Equity sharesandtheBoardshallhavetheauthoritytodispose-off such whole shares by selling them at the market price and to distribute the net proceeds thereof (less expenses,ifany)proportionately,asfaraspracticable,tothe members concerned.”


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RESOLVED FURTHER THAT Shri Abhiraj Choksey – Managing Director or Shri Anand V Kumashi – Company Secretary, of the Company be and is hereby authorized severally to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and / or incidental thereto, and to execute alldeeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give, from time to time, as may be necessary, proper, expedientorincidentalforthepurposeofgivingeffecttothis Resolution and to delegate all or any of the powers hereinvestedintheBoard,toanyDirector(s)orOfficer(s)of the Company as may be required to give effect to the above resolution.

12. Amendment of the Capital Clause of the Memorandum of Association of the Company


“RESOLVED THAT pursuant to Section 13, 61 and all other applicable provisions, if any of the Companies Act 2013 read with the Rules framed thereunder (including any statutory modification(s) or any re-enactmentthereof)anduponsub-divisionofequityshares,consentof the Members of the Company be and is hereby accordedtoalterandsubstitutetheexistingClauseVofthe Memorandum of Association of the Company with the following new Clause V:

V The Authorised Share Capital of the Company is ` 31,61,00,000/-(RupeesThirtyOneCroresSixtyOne Lacs only) divided into 15,79,00,000(Fifteen Crores Fifty Seventy Nine Lacs) Equity Shares of ` 2/- (RupeesTwoOnly) each and 500/- (FiveHundred) Preference Shares of ` 100/- (OneHundred) each and 1,25,000 (Fifty Thousand) UnclassifiedSharesof` 2/-(RupeesTwo)each.

“RESOLVED FURTHER THAT for the purpose of giving effect to the above Resolution, Shri. Abhiraj Choksey – Managing Director or Shri Anand V Kumashi – Company Secretary, of the Company, be and are hereby authorized severally to do all such acts, deeds, matters and things andexecuteallsuchdeeds,documents,instrumentsandwritings as it may in their sole and absolute discretion deemnecessaryorexpedientandtosettleanyquestion,difficultyordoubtthatmayariseinregardsthereto.”

13. Amendment of Article 2 of the Articles of Association of the Company


“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder (including any statutory modification(s) or any re-enactmentthereof)anduponsub-divisionofequityshares,consent

of the Members of the Company be and is hereby accorded to amend and substitute Article 2 of the Articles of Association of the Company with the following new Article 2:

“2. The Authorised Share Capital of the Company is ` 31,61,00,000/-(RupeesThirtyOneCroresSixtyOneLacs only) divided into 15,79,00,000 (Fifteen Crores Fifty Seventy Nine Lacs) Equity Shares of ` 2/-(RupeesTwoOnly)eachand500/-(FiveHundred)Preference Shares of ` 100/-(OneHundred)eachand1,25,000(FiftyThousand)UnclassifiedSharesof ` 2/-(RupeesTwo)each.

“RESOLVED FURTHER THAT Shri. Abhiraj Choksey – Managing Director and / or Shri. Anand V Kumashi – Company Secretary, of the Company, be and is hereby authorized severally to do all such acts, deeds and things and to delegate all or any of the powers to any Director(s) orOfficer(s)oftheCompanyasmayberequiredtogiveeffect to the above Resolution.”

14. Ratification of Remuneration to Cost Auditor of the Company

To consider and if thought fit, to pass with or withoutmodification(s),thefollowingResolutionasanOrdinary Resolution:

RESOLVED THAT pursuant to Section 148(3)and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) there off or the timebeing in force), the remuneration payable to M/s V J Talati & Co., Cost Accountants, who have been appointed by the Board of Directors at their meeting held on 29th January 2019, as Cost Auditors to conduct the audit of the cost recordsof theCompany for the financial year2018-19and2019-20,onaremunerationof` 50,000/-foreachfinancialyearplustaxesasapplicableandre-imbursementofexpensesincurredbytheminconnectionwiththeaudit,beandisherebyratified.”

“RESOLVED FURTHER THAT Shri Abhiraj Choksey – Managing Director or Shri Anand V Kumashi – Company Secretary, of the Company,be and is here by authorized severally to do all acts and take all such stepsas may be considerednecessary,properorexpedienttogiveeffectto this Resolution.”

15. Approval Tour/Medical Expenses of Chairman of The Company


“RESOLVED THAT subject to necessary approvals if any required, under Section 188, 197 and 198 and any other applicable provisions of the Companies Act, 2013, consent of the Company in General Meeting be and is hereby accorded to Shri Atul Choksey drawing from the Company,thefollowingperquisitesandbenefits:

Reimbursement of all medical expenses incurred byhim and his spouse in India and / or aboard, for medical treatment,suchmedicalexpensestoinclude:


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a. Full hospitalisation and post hospitalisation expenses incurredoverandabovereimbursementthat he may receive against a Mediclaim Policy taken from an Insurance Company operating in India and/ or abroad.

b. Expenses incurred on medicines, instruments ofmedical support etc., incurred at home or in hospital.

c. Expensesincurredbyhimandhisspousefortravelabroad for medical treatment.

Expenses incurred for travelling, boarding and lodgingincluding for spouse and attendant(s) during the business tours, provision of chauffer driven car(s) for use onCompany’sbusinessandcommunicationexpensesatresidence shall be reimbursed at actuals.

Provided further that such reimbursement shall be within the limits stipulated under the schedule V and any other provisions of the Companies Act, 2013

16 Authorization for Borrowing power of the Company To consider and if thought fit, to pass with or without

modification(s), the following Resolution as Special Resolution:

“RESOLVED THAT in supersession of the Special Resolution passed at 28th Annual General Meeting held on 31st July 2014 and pursuant to Section 180(1)(c) and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modifications(s) or re-enactments thereof forthe time being in force), the consent of the Company be and is hereby accorded to the Board of Directors of the Company for borrowing from time to time, such sums of monies as they may deem requisite for the purposes of business of the Company, (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) notwithstanding that such borrowings mayexceedtheaggregateofthepaid-upcapitaloftheCompany and its free reserves, that is to say, reserves notsetapartforanyspecificpurpose,providedthatthetotal amount up to which the monies may be borrowed by theBoard ofDirectors shall not exceed the sumof ` 300 crores (Rupee Three Hundred Crores)”.

17. Commission to Non-Executive Director To consider and if thought fit, to pass with or without

modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to Sections 197, 198, and all other applicable provisions of the Companies Act, 2013 read with rules made thereunder, including any statutory modificationorre-enactmentthereof,forthetimebeinginforce (hereinafter referred to as “the Act”) and Regulation 17(6) of the SEBI (LODR) Regulations, 2015 and subject to all approvals, permissions and sanctions as may be necessary, the approval of the Company be and is hereby accorded for payment of remuneration/commission to the Director(s) of the Company who is/are neither in the whole-timeemploymentwiththeCompanynorManagingDirector(s) of the Company, in such manner and up to

suchextentas theBoardofDirectorsof theCompany(”the Board” which expression shall also include aCommittee thereof for the time being exercising thepowers conferred on the Board by this resolution) may so determine from time to time, but not exceeding 3%ofthenetprofitscalculatedpursuanttoSection198of the Act and such payments shall be made in respect of profitsoftheCompanyforeachfinancialyear.

RESOLVED FURTHER THAT the above remuneration/ commission shall be in addition to the fees payable to the Directors for attending the meetings of the Board or any Committee thereof or for any other purpose whatsoever, as may be decided by the Board of Directors and reimbursementofexpensesforparticipationintheBoardor any other meetings.

RESOLVED FURTHER THAT for the purpose of giving effect to the said resolution, the Board be and is hereby authorised to take all such actions and to do all such deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable and to settle any question or doubt that may arise in this regard.

Notes:The Company’s Statutory Auditor, M/s SGDG & Associates LLPwasappointedasStatutoryAuditor’sforaperiodoffiveconsecutive years at the 32nd AGM of the Company held on 27th July 2018 on remuneration to be determined by the Board of Directors.Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017, which came into effect from 7th May 2018, the requirement of seeking ratification of the Members for theappointment of the Statutory Auditor has been withdrawn from the Statute.Inviewoftheabove,ratificationoftheMembersforcontinuanceof their appointment at this AGM is not being sought. The Statutory Auditor have given a confirmation to the effectthat they are eligible to continue with their appointment and havenotbeendisqualifiedinanymannerfromcontinuingasStatutory Auditor. The remuneration payable to the Statutory Auditor shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

BY ORDER OF THE BOARDFor apcotex industries limited

ANAND V. KUMASHI Company Secretary

Date: 25th April 2019

Registered Office:49-53,MahavirCentre,Sector 17, Vashi,NaviMumbai-400703


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NOTES:1. The relevant Statement pursuant to Section 102 of the

CompaniesAct,2013isannexedhereto.2. A statement giving the relevant detail of the Directors

seeking appointment/re-appointment under item no.3 to 9 of the accompanying Notice, as required under Regulation 36(3) of SEBI (LODR) Regulations, 2015 is annexedherewith.

3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote, insteadof himself and a proxy need not be a member of thecompany.

Theinstrumentappointingaproxyshouldbedepositedat the registered office of the Company not less thanforty eight (48) hours before the commencement of the meeting.

4. Apersoncanactasaproxyonbehalfofthemembersnotexceedingfifty innumberandholding in theaggregatenot more than ten percent of the total share capital of the Company carrying voting rights.

A member holding more than ten percent of the total share capital of the Company carrying voting rights may appointasinglepersonasaproxyandsuchpersonshallnotactasproxyforanyotherpersonorshareholder.

5. Corporate members intending to send their authorised representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested tosendtotheCompany,acertifiedcopyoftherelevantBoard Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the meeting.

6. Members are requested to bring their attendance slips duly completed and signed mentioning therein details of their DP ID and Client ID / folio no.

7. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of the names will be entitled to vote at the Meeting.

8. Relevant documents referred in the accompanying Notice and in the Statements are open for inspection by the Members at the Company’s Registered Officebetween11A.M.to1P.M.onalldaysexceptSaturdays,Sundays and Public Holidays, till the conclusion of the ensuing General Meeting.

9. The Register of Shareholders and Share Transfer Books of the Company will remain closed from Saturday, the 25th day of May 2019 to Monday, the 3rd day of June 2019, (inclusive of both days).

10. Dividend recommended by Board of Directors, if approved by the shareholders at the Annual General Meeting, will be paid / dispatched on or after 4th June 2019 to those shareholders whose names appear on the Register of Shareholders as on 24th May 2019. In respect of shares held in electronic form, the dividend will be payable on the basisofbeneficialownershipasatthecloseof24th May 2019, as per the details furnished by National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) for the purpose as on that date.

11. SEBI has mandated the submission of PAN by every participant in security market. Shareholder sholding shares in electronic form are, therefore requested to submit the PAN to their Depository Participant with whom they are maintaining their demat accounts. Shareholders holding share in physical form can submit their PAN details to the Company.

12. Pursuant to the provisions of Section 124 of Companies Act, 2013 the Company has transferred the unclaimed dividendsuptothefinancialyear2010-11fromtimetotimeon due dates, to the Investors Education and Protection Fund (IEPF) established by the Central Government. Pursuant to the provisions of IEPF (Uploading of Information regarding unpaid / unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 27th July 2018 (date of last AGM) on the website of the Company viz. www.apcotex.com, as also on the website of the Ministry of Corporate Affairs viz. www.mca.gov.in.

13. Members holding shares in the single name and physical form are advised to make nomination in respect of their shareholding in the Company and those Members who hold shares singly in dematerialised form are advised to make a nomination through their Depository Participants. The nomination form can be obtained from Company’s Registrars and Share Transfer agent viz. Link Intime India Pvt Ltd.

14. Shareholders are requested to notify the changes, if any, in their addresses to the Company’s Registrars immediately.

15. The company is using National Electronic Clearing Services (NECS) for dividend remittance. Shareholders holding shares in physical form are requested to notify/send to the Company’s Registrar and Share Transfer Agent at: Link Intime India Pvt Ltd., C-101, 247 Park,L.B.S.Marg,Vikhroli(W),Mumbai-400083,immediately,details of any change in their address/mandate/bank details; and particulars of their bank account, in case the same have not been sent earlier.

16. Shareholders holding shares in the electronic form are requested to inform any change in address / bank mandate directly to their respective Depository Participants. The address / bank mandate as furnished to the Company by the respective Depositories viz. NSDL and CDSL will be printed on the dividend warrants.

17. Your attention is invited on theCompanies (SignificantBeneficial Ownership)Amendment Rules, 2019 issuedby the Ministry of Corporate Affairs on 8th February 2019.ApersonisconsideredasaSignificantBeneficialOwner (SBO) if he/she, whether acting alone, together or throughoneormoreindividualsortrustholdsabeneficialinterestofatleast10%.Thebeneficialinterestcouldbeintheformofacompany’ssharesortherighttoexercisesignificantinfluenceorcontroloverthecompany.IfanyShareholders holding shares in the Company on behalf of other or fulfilling the criteria, is required to give adeclaration specifying the nature of his/her interest and other essential particulars in the prescribed manner and within the permitted time frame.


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E-VOTING:I. In compliance with provisions of Section 108 of the

Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (LODR) Regulation, 2015, the Company is pleased to provide members facility to exercise theirright to vote on resolutions proposed to be considered at the AGM by electronic means and the business may be transacted throughe-VotingServices.The facilityofcasting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remotee-voting”)willbeprovidedbyCDSL.

II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meetingwhohavenotcasttheirvotebyremotee-votingshallbeabletoexercisetheirrightatthemeetingthroughballot paper.

III. The members who have cast their vote by remote e-votingpriortotheAGMmayalsoattendtheAGMbutshall not be entitled to cast their vote again.

IV. The remote e-voting period commences on 30th May 2019 (9:00 am) and ends on 3rd June 2019 (5:00 pm). During this period members’ of the Company, holding shares either in physical form or in dematerialized form, ason thecut-offdateof24th May 2019, may cast their vote by remote e-voting. The remote e-voting moduleshall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

V. The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 30th May 2019 (9:00 am) and ends on 3rd June 2019 (5:00 pm). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form,asonthecut-offdate(recorddate)of24th May 2019maycasttheirvoteelectronically.Thee-votingmodule shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-votingwebsite www.evotingindia.com.

(iii) Click on Shareholders/Members. (iv) Now Enter your User ID a. ForCDSL:16digitsbeneficiaryID, b. For NSDL: 8 Character DP ID followed by 8

Digits Client ID, c. Members holding sharesin Physical Form

should enter Folio Number registered with the Company.

(v) NextentertheImageVerificationasdisplayedandClick on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.comand voted on anearliervotingofanycompany,thenyourexistingpassword is to be used.

(vii) If you are a first time user follow the steps givenbelow:

For Members holding shares in Demat Form and Physical Form

PAN Enteryour10digitalpha-numericPAN issued by Income TaxDepartment (Applicable for both demat shareholders as well as physical shareholders)• Members who have not

updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Postal Ballot / Attendance Slip indicatedinthePANfield.

Dividend Bank DetailsOR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.• If both the details are not

recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned ininstruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Membersholdingshares inphysical formwill thendirectly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindlynote that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting throughCDSL platform. It is strongly recommended not to share your password with any other person and take utmostcaretokeepyourpasswordconfidential.

(x) For Members holding shares in physical form,the details can be used only for e-voting on theresolutions contained in this Notice.

(xi) Clickon theEVSNof “Apcotex IndustriesLimited”on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTIONDESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Clickonthe“RESOLUTIONSFILELINK”ifyouwishto view the entire Resolution details.


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(xiv)After selecting the resolution you have decidedtovoteon, clickon “SUBMIT”.Aconfirmationboxwillbedisplayed. Ifyouwishtoconfirmyourvote,click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Onceyou“CONFIRM”yourvoteontheresolution,you will not be allowed to modify your vote.

(xvi)Youcanalsotakeaprintofthevotescastbyclickingon “Click here to print” option on the Voting page.

(xvii)Ifademataccountholderhasforgottenthechangedlogin password then Enter the User ID and the image verification code and click on Forgot Password&enter the details as prompted by the system.

(xviii)ShareholderscanalsocasttheirvoteusingCDSL’smobile app m-Voting available for android basedmobiles. The m-Voting app can be downloadedfrom Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile

(xix) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other thanIndividuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• Thelistofaccounts linkedintheloginshouldbe mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• Ascannedcopyof theBoardResolutionandPower of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) Incaseyouhaveanyqueriesor issues regardinge-voting, you may refer the Frequently AskedQuestions (“FAQs”)ande-votingmanualavailableat www.evotingindia.com, under help section or write an email to [email protected].

VI. Mr. Mahesh Hurgat, Practicing Company Secretary (Membership No. 7139 & C.P. No. 2498) has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparentmanner.

VII. The Chairman shall at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow

voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-votingfacility.

VIII. The Scrutinizer shall after the conclusion of voting at theAGM,will first count the votes cast at themeetingand thereafter unblock the votes cast through remote e-voting in the presence of at least twowitnesses notin the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

IX. The Results declared along-with the report of theScrutinizer shall be placed on the website of the Company i.e.www.apcotex.comandon thewebsiteofCDSLe-votingimmediatelyafterthedeclarationofresultby the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Ltd and NSE Ltd.

ANNEXURE TO NOTICESTATEMENT (Pursuant to section 102(1) of the Companies Act, 2013)Item No.4The Board of Directors in their meeting held on 27th July 2018 has appointed Mr. Udayan Choksi as an Additional Director of the Company pursuant to provisions of Section 161(1) of the Act and Articles of Association of the Company. In terms of the provisions of Section 161(1) of the Act, Mr. Udayan Choksi wouldholdtheofficeuptotheconclusionoftheensuingAGMand is eligible to be appointed.Mr. Udayan Choksi is a member of Audit and Stakeholders RelationshipCommitteeandheisnotdisqualifiedfrombeingappointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. Section 149 of the Act inter alia stipulates the criteria of independence for getting appointed as an Independent Director on the Board. As per the saidSection149,anIndependentDirectorcanholdtheofficefor a term upto 5 (Five) years on the Board of the Company and not subjected to retirement by rotation.The Company has received the declarations from the said Director stating that he meet all the criteria of Independence, as prescribed under Section 149(6) of the Act and under Regulation 16 (b) of SEBI (LODR) Regulations, 2015 and hehasnotbeendebarredfromholdingtheofficeofdirectoror continuing as a director of company by SEBI/MCA or any other authority in India or abroad.Mr.UdayanChoksipossessesappropriateskills,experienceand knowledge, inter alia in the field of indirect tax, taxlitigation,financeetc.In the opinion of the Board, Mr. Udayan Choksi fulfills theconditions for his appointment as an Independent Director as specifiedintheCompaniesAct,2013andtheSEBI(LODR)Regulations, 2015. Mr. Udayan Choksi is an independent of the management.


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Brief resume of Mr. UdayanChoksi, nature of his expertiseinspecific functionareasandnamesofcompanies inwhichhe holds directorship and memberships/chairmanships of the Board Committees, shareholding and relationships betweendirectors inter-seasstipulatedunderSEBI(LODR)Regulations,2015,areprovidedintheannexuretotheNoticeforming part of the Annual Report.Considering the vast experience and knowledge, it will bein the interest of the Company that Mr. Udayan Choksi is appointed as an Independent Director. Copy of the draft letter for appointment of Mr. Udayan Choksi as an Independent Director setting out the terms and conditions is available for inspection by members at the registered office of theCompany between 11 A.M. to 1 P.M. on all days exceptSaturdays, Sundays and Public Holidays, till the conclusion of the ensuing General Meeting.SaveandexceptMr.UdayanChoksiandhisrelatives,totheextentof theirshareholding interest, ifany, in theCompany,none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested,financiallyorotherwise,intheresolutionsetoutatItem No. 4 of the Notice.The Board recommends the Ordinary Resolution set out at Item No.4 of the Notice for approval by the shareholders.Item No.5The Board of Directors at their meeting held on 16th May 2016 had appointed Mr. Abhiraj Choksey as Managing Director of the Company for a term of 3 years effective from 1st May 2016 on the terms and conditions set out in the Agreement entered by the Company with him. The shareholders were approved the appointment of Mr. Abhiraj Choksey on 10th August 2016. The term of Mr. Abhiraj Choksey will end on 30th April 2019 andiseligibletobere-appointed.Mr.AbhirajChokseyisnotdisqualifiedfrombeingappointedas Managing Director in terms of Section 164 of the Act and has given his consent to act as a Managing Director and he hasnotbeendebarred fromholding theofficeofdirectororcontinuing as a director of company by SEBI/MCA or any other authority in India or abroad.The Board of Directors of the Company at their meeting held on 28th March 2019 have, in accordance with the provisions of Articles of Association of the Company and subject to the approval of the shareholders in General Meeting and that of the Central Government, if required, under the provisions of theCompaniesAct, 2013,decided to re-appointMr.AbhirajChoksey, as “Managing Director” of the Company, for a further period of 3 (Three) Years, effective from 1st May 2019.Mr. Abhiraj Choksey is a Bachelor of Science in Economics from Wharton Business School and also Bachelor of Science in Engineering from the Engineering School, both of University ofPennsylvaniainU.S.A.Hehasseveralyearsofexperienceinthefieldoffinance,systemengineering,strategyformulation,administration etc, and also as a Management Consultant, havingworkedinaconsultingfirminUSAandinasoftwarecompany in our Country.Mr. Abhiraj Choksey is a relative of Company’s Chairman, Mr. Atul Choksey, Mr. Amit Choksey and by virtue of this appointment;hewillcontinuetoholdanofficeorplaceofprofitin the Company in accordance with the provisions of Section 188 and other applicable provisions of the Companies Act, 2013.

The re-appointment and remuneration of the ManagingDirectors are approved by the Nomination and Remuneration Committee, comprising of Dr. S. Sivaram, Mr. Kamlesh Vikamsey, Mrs. Priyamvada Bhumkar, independent directors of theCompany andMr.Atul Choksey - Chairman, in theirmeeting held on 28th March 2019.The terms and conditions of the remuneration as set out in the draft agreement to be entered into by the Company with the said Mr. Abhiraj Choksey are as under:Salary: ` 3,10,600/-(RupeesThreeLacsTenThousandSixHundred Only) per month, with an increment to be determined by the Board of Directors, including Committee thereof, effective from the 1st day of April each year.Allowances: House Rent Allowance and Bonus as per the rules in force in the Company from time to time.Managerial Allowance: ` 4,81,850/- (Rupees Four LacsEighty One Thousand Eight Hundred Fifty Only) per month, with rise to be determined by the Board of Directors, including committee thereof, effective from 1st day of April each year.Variable Pay Plan as per the rules in force in the Company, from time to time.Perquisites:Perquisitesareclassified into threecategories“A”, “B” and “C” as follows;Part “A”Housing(1) Free furnished residential accommodation or (2) in case of hisownflatonownershipbasis,thenHouseRentAllowanceofanamountasmaybefixedbytheBoardofDirectors,or(3)incase of occupation of the rented premises then reimbursement of actual rent paid in respect of such premises. In case of all the above amenities such as gas, electricity, water, servants, painting, repairs, upkeep and general maintenances of the premises as are desired by the Director to be provided at the Company’sexpenses. In caseof (2)& (3) such furnitureorbenefitsinrespectoffurnitureasmayberequiredbyDirector,tobeprovidedattheCompany’sexpense.The expenditure incurred if any, by the Company on gas,electricity, water and furnishings, furniture etc; to be made available to the Managing Director shall be valued as per the IncomeTaxRules,asareinforcefromtimetotime.Reimbursement of Expenses:1. Payment of Medical Insurance premium and

reimbursement of expenses actually incurred for self,wife, dependent, children including hospitalization expenses,nursinghomecharges, treatmentexpenses,surgicalexpensesetc.

2. Expenses incurred for travelling, boarding and lodgingincluding for spouse and attendant(s) during business trips and provision of car(s) for use on Company’s business and communication expenses at residenceshall be reimbursed at actuals and not considered asperquisites.

3. The expenses, as may be borne by the Companyfor providing security to Mr. Abhiraj Choksey and his family members shall not be considered as perquisites and accordingly, not to be included for the purpose of computation of the overall ceiling of remuneration.


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Leave Travel Concession:Leave Travel Concession for the Managing Director and his family, once in a year incurred in accordance with the Rules of the Company, in force from time to time.Personal Accident Insurance:Personal Accident insurance, the annual premium of which will notexceed` 20,000/-orcoverageundertheGroupPersonalAccident Insurance Policy taken / as may be taken by the Company every year during the tenure of this appointment.Club Fees:Feesofclubssubjecttoamaximumoftwoclubs.Part “B”Provident Fund:Company’s contribution towards Provident Fund, subject to a ceiling of 12% of the salary.Gratuity, Pension and Superannuation:Benefitsinaccordancewiththerulesandregulationsinforcein the Company from time to time.Part “C”Car:Provision of a car and driver for both official and personaluse of the Managing Director in accordance with Company’s Policy.Telephone:Provision of telephone at residence of the Managing Director. Personal long distance calls on telephone shall be billed by the Company to the Managing Director in accordance with Company’s Policy.Other Benefits:1. Leave: Leave with full pay and allowance in accordance

with the rules and regulations of the Company in force from time to time. Leave encashment in accordance with the rules and regulations of the Company in force from time to time, to be permitted at the end of the term, after obtaining such approvals as may be necessary.

2. Benefits under loan and other schemes in accordancewith the practices, rules and regulations in force in the Company from time to time.

3. Such other benefits and amenities as are provided toSeniorOfficersoftheCompanyfromtimetotime.

The remuneration as aforesaid of the Managing Director shall be subject to such limits of remuneration as are laid down by the Central Government in the Companies Act, 2013, its Schedule V and/or amendments made/as may be made therein from time to time.Notwithstanding anything to the contrary contained herein, whereinanyfinancialyearduringthetenureoftheManagingDirector, the Company has no profits or its profits areinadequate, the Company will pay the Managing Director remuneration by way of salary, allowances and perquisites not exceedingtheceilinglaiddowninScheduleVoftheCompaniesAct, 2013 as may be decided by the Board of Directors of the Company, after obtaining suitable recommendation from the Remuneration Committee of the Board of Directors of the Company.

The scope and quantum of remuneration specifiedhereinabove, may be enhanced, enlarged, widened, altered or varied by the Board of Directors on the recommendation of the Remuneration Committee, in the light of and in conformity with any amendments to the relevant provisions of the Companies Actand/or the rulesand regulationsmade there-underand/or such guidelines as may be announced by the Central Government from time to time.The Company shall pay to or reimburse the Managing Director and he shall be entitled to be paid and/or to be reimbursed by theCompanyallcosts,chargesandexpensesthatmayhavebeen or may be incurred by him for the purposes of or on behalf of the Company.The draft of the agreement to be entered into by the Company with Mr. Abhiraj Choksey is available for inspection by the shareholders of the Company at the Registered Office oftheCompany,between11A.M.to1P.M.onalldaysexceptSaturdays, Sundays and Public Holidays, till the conclusion of the ensuing General Meeting.Except Mr. Atul Choksey, Mr. Amit Choksey, no otherDirector(s) or Key Managerial Personnel of the Company and their relatives other than the concerned Managing Director are inanywaydeemedtobeconcernedorinterested,financiallyorotherwise, in the Resolutions as set out in Item Nos. 5 of the Notice.The Board recommends the Special Resolution set out at Item No. 5 of the Notice for approval by the shareholders for re-appointmentofMr.AbhirajChokseyforfurtherperiodof3years with effect from 1st May 2019Item No. 6The Board of Directors at their meeting held on 6th February 2016hadappointedMr.YBGadgilasanExecutiveDirectorofthe Company for a term of 3 years effective from 6th February 2016 on the same terms and conditions of the existingemployment with the Company. The shareholders approved the appointment of Mr. Y B Gadgil on 10th August 2016. The termofMr.YBGadgilwasexpiredon5th February 2019 and andiseligibletobere-appointed.Mr. Y B Gadgil is not disqualified from being appointed asanExecutiveDirectorintermsofSection164oftheActandhas given his consent to act as an Executive Director andhehasnotbeendebarredfromholdingtheofficeofdirectoror continuing as a director of company by SEBI/MCA or any other authority in India or abroad.The Board of Directors of the Company at their meeting held on 28th March 2019, have in accordance with the provisions of Articles of Association of the Company and subject to the approval of the shareholders in General Meeting and that of the Central Government, if required, under the applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014(includinganystatutorymodification(s)orre-enactmentthereofforthetimebeinginforce),decidedtore-appointMr.YBGadgil,asan“ExecutiveDirector”oftheCompany, for a period with effect from 6th February 2019 to 31st March 2020.


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Mr. Y B Gadgil is a Bachelor of Chemical Engineering from Laxminarayan Institute of Technology, Nagpur, passed outin 1980 and worked at Union Carbide, Chembur, Mumbai Plant and with Asian Paints and then joined the company during 1981. During his service he had handled Sales & Marketing function, Production, Projects, Responsible for all latex segments, worked closely with Technical Functionfor product development and approval of XSB products with newTechnologyandsignificant increase inmarket shareofPaper andCarpet products. He had extensivelyworked onCapacityExpansion,Costoptimization,Qualityimprovement,Energy optimization, Productivity improvement ideas and their implementation.Mr. Y B Gadgil is not related to any of the Board Members, KMPsoftheCompany.There-appointmentandremunerationoftheExecutiveDirectorsisapprovedbytheNominationandRemuneration Committee, comprising of Dr. S. Sivaram, Mr. Kamlesh Vikamsey, Mrs. Priyamvada Bhumkar, Independent directorsoftheCompanyandMr.AtulChoksey-Chairman,intheir meeting held on 28th March 2019.The terms and conditions of the employment and remuneration which will be applicable with effect from 1st April 2019, of Mr. Y B Gadgil, are as under:Salary: ` 1,39,950/-(RupeesOneLacThirtyNinethousandNine hundred and Fifty only) per month, with an increment to be determined by the Board of Directors, on the recommendation of the Nomination and Remuneration Committee effective from the 1st day of April each year.Allowances: House Rent Allowance and Bonus as per the rules in force in the Company from time to time.Managerial Allowance: ` 1,93,750/- (Rupees One LacNinetythreeThousandSevenhundredfiftyOnly)permonth,with rise to be determined by the Board of Directors, including committee thereof, effective from 1st day of April each year.Variable Pay Plan as per the rules in force in the Company, from time to time.Perquisites:Perquisitesareclassified into threecategories“A”, “B” and “C” as follows;Part “A”Housing(1) Free furnished residential accommodation or (2) in case of hisownflatonownershipbasis,thenHouseRentAllowanceofanamountasmaybefixedbytheBoardofDirectors,or(3)incase of occupation of the rented premises then reimbursement of actual rent paid in respect of such premises. In case of all the above amenities such as gas, electricity, water, servants, painting, repairs, upkeep and general maintenances of the premises as are desired by the Director to be provided at the Company’sexpenses. In caseof (2)& (3) such furnitureorbenefitsinrespectoffurnitureasmayberequiredbyDirector,tobeprovidedattheCompany’sexpense.The expenditure incurred if any, by the Company on gas,electricity, water and furnishings, furniture etc; to be made availabletotheExecutiveDirectorshallbevaluedaspertheIncomeTaxRules,asareinforcefromtimetotime.

Medical Expenses Reimbursement / Medical Insurance:Payment of Medical Insurance premium and reimbursement of expenses as per rules of the Company applicable to allsenior management personnelLeave Travel Concession:LeaveTravelConcession for theExecutiveDirectorandhisfamily, once in a year incurred in accordance with the Rules of the Company, in force from time to time.Personal Accident Insurance:Personal Accident insurance, the annual premium of which will notexceed` 20,000/-orcoverageundertheGroupPersonalAccident Insurance Policy taken / as may be taken by the Company every year during the tenure of this appointment.Club Fees:Feesofclubssubjecttoamaximumoftwoclubs.Part “B”Provident Fund:Company’s contribution towards Provident Fund, subject to a ceiling of 12% of the salary.Gratuity, Pension and Superannuation:Benefitsinaccordancewiththerulesandregulationsinforcein the Company from time to time.Part “C”Car:Provision of a car and driver for both official and personaluseoftheExecutiveDirector,inaccordancewithCompany’sPolicy.Telephone:ProvisionoftelephoneatresidenceoftheExecutiveDirector.Personal long distance calls on telephone shall be billed by theCompany to the ExecutiveDirector, in accordancewithCompany’s Policy.Other Benefits:1. Leave: Leave with full pay and allowance in accordance

with the rules and regulations in the Company in force from time to time. Leave encashment in accordance with the rules and regulations in the Company in force from time to time, to be permitted at the end of the term, after obtaining such approvals as may be necessary.

2. Benefits under loan and other schemes in accordancewith the practices, rules and regulations in force in the Company from time to time.

3. Such other benefits and amenities as are provided toSeniorOfficersoftheCompanyfromtimetotime.

TheremunerationasaforesaidoftheExecutiveDirectorshallbe subject to such limits of remuneration as are laid down by the Central Government in the Companies Act, 2013, its Schedule V and/or amendments made/as may be made therein from time to time.Notwithstanding anything to the contrary contained herein, whereinanyfinancialyearduringthetenureoftheExecutiveDirector, the Company has no profits or its profits areinadequate, the Company will pay the Executive Director


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remuneration by way of salary, allowances and perquisites not exceedingtheceilinglaiddowninScheduleVoftheCompaniesAct, 2013 as may be decided by the Board of Directors of the Company, after obtaining suitable recommendation from the Nomination and Remuneration Committee of the Board of Directors of the Company.The scope and quantum of remuneration specifiedhereinabove, may be enhanced, enlarged, widened, altered or varied by the Board of Directors on the recommendation of the Remuneration Committee, in the light of and in conformity with any amendments to the relevant provisions of the Companies Actand/or the rulesand regulationsmade there-underand/or such guidelines as may be announced by the Central Government from time to time.TheCompanyshallpaytoorreimbursetheExecutiveDirectorand he shall be entitled to be paid and/or to be reimbursed by theCompanyallcosts,chargesandexpensesthatmayhavebeen or may be incurred by him for the purposes of or on behalf of the Company.None of the Directors or Key Managerial Personnel of the Company and their relatives other than the concerned ExecutiveDirectorareinanywaydeemedtobeconcernedorinterested,financiallyorotherwise,intheResolutionsassetout in Item Nos. 6 of the Notice.Your Directors recommend his appointment by Special Resolution set out at Item no. 6 of the Notice, for a period with effect from 6th February 2019 to 31st March 2020, by the Shareholders.Item No. 7 to 9As per the provisions of Sections 149, 152 & Schedule IV of the Companies Act, 2013 read with the relevant Rules thereunder as amended,the Company had appointed Dr. S Sivaram, Mr. Kamlesh Vikamsey, and Mr. Shailesh Vaidya as an Independent Directors at the 28th AGM of the Company held on 31st July 2014 for a term of 5 years and their term ends at the conclusion of 33rd AGM (to be held on 4th June 2019) of the Company in the calendar year 2019.As the above named Independent Directors shall be completing their first term of appointment at the 33rd AGM of the Company, they are eligible for re-appointment foranother term of five consecutive years subject to approvalof the Members by Special Resolution. All the above named IndependentDirectorshaveconsentedtotheirre-appointmentand confirmed that they are not disqualified from beingappointed as an Independent Director in terms of Section 164 of the Act. The Company has also received the declarations from the said Directors stating that they meet all the criteria of Independence, as prescribed under Section 149(6) of the Act and under Regulation 16 (b) of SEBI (LODR) Regulations, 2015andtheyarenotbeendebarredfromholdingtheofficeofdirector or continuing as a director of company by SEBI/MCA or any other authority in India or abroad.Based on the performance evaluation of the Independent Directors, the Nomination & Remuneration Committee and the Board of Directors of the Company at their Meeting held on 28thMarch2019haverecommendedthere-appointmentoftheafore said persons as an Independent Director for a second

term of five consecutive years effective from conclusion of33rd AGM to be held during June 2019 up to the conclusion of 38th AGM during the year 2024. During their tenure of appointment, they shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.In the opinion of the Board, they fulfil the conditions forre-appointment as Independent Directors and they areindependent of the Management.Brief resume of above Independent Directors, nature of their expertise in specific function areas and names ofcompanies in which they holds directorship and memberships/chairmanships of the Board Committees, shareholding and relationships between directors inter-se as stipulated underSEBI(LODR)Regulations,2015,areprovidedintheAnnexureto this Notice, which is forming part of the Annual Report.Acopyofthedraftletterforre-appointmentoftheIndependentDirectors setting out the terms and conditions of their re-appointment is available for inspection by the Members at the RegisteredOfficeoftheCompanybetween11A.M.to1P.M.onalldaysexceptSaturdays,SundaysandPublicHolidays,till the conclusion of the ensuing General Meeting.Dr. S. Sivaram, an Independent Director, who is eligible to be reappointed as an Independent Director, being recommended by Nomination and Remuneration Committee of Board and the Board of Directors of the Company for his appointment for a second term of consecutive 5 years, will be completing 75 years of age during the year 2022, wherein he is being reappointed till the AGM to be held during the year 2024. In compliance with Regulation 17(1A) of SEBI (LODR) (Amendment) Regulations, 2018, approval of members by special resolution is necessary to continue as Director of the Company after attaining age of 75 years. Members needs to approve the appointment of Dr. S. Sivaram till the conclusion of AGM during the year 2024, even after attaining age of 75 years.None of the Directors or Key Managerial Personnel of the Company and their relatives other than the concerned Independent Directors are in anyway deemed to be concerned or interested, financially or otherwise, in theResolutionsasset out in Item Nos. 7, 8 and 9 of the Notice.The Board recommends the Special Resolutions as set out in Item Nos. 7, 8 and 9 of the Notice for approval of the Members.Item No. 10As per Regulation 17(6)(ca) of SEBI (LODR) (Amendment) Regulations, 2018, approval of shareholders is required annually, in case remuneration payable to a single non-executive director exceeds 50% of that payable to all non-executivedirectorannually.The Board of Directors in their meeting held on 25th April 2019, have approved the payment of commission of ` 48.00 lacs to Mr. Atul Choksey – Chairman of the Company, out of the total Commission of ` 62 lacs available for Non-ExecutiveDirectors of the Company, as computed under Section 198 of theCompaniesAct,2013,@1%ofnetprofitsoftheCompanyforthefinancialyear,whichisapprovedbytheshareholdersat the AGM held on 17th August 2017.


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Since the amount of Commission payable to Mr. Atul Choksey – Chairman, as proposed by the Board of Directors, exceeds 50%of the totalCommission amount available forNon-Executive Directors of the Company, the approval ofShareholders is required by way of a Special Resolution.Mr Atul Choksey, Non-executive Director/Chairman of theBoard and his relatives viz. Mr. Amit C Choksey and Mr. Abhiraj Choksey, are deemed to be interested in the resolution set out at Item No.10 of the Notice,to the extent of theirshareholdinginterest,ifany,intheCompany.Saveandexceptthe above, none of the Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interestedfinanciallyorotherwise,intheresolutionsetoutatItem No. 10.Your Board recommends the passing of Special Resolution set out at Item No. 10 of the Notice.Item No. 11, 12 and 13:At present, the equity shares of the Company are listed on NationalStockExchangeofIndiaLimited(NSE)andtheStockExchange,Mumbai(BSE)andtheyareactivelytradedinNSEand BSE. The market price of the shares of the Company has alsowitnessed significant demand forCompany’s shares inlast couple of years. Presently, the face value of the equity share of the Company is ` 5/-.Inordertoenhancetheliquidityin the capital market, to widen shareholder base and to make the shares affordable to small investors, the Board of Directors in their meeting held on 25th April 2019 have considered it desirable to sub-divide (split the face value) of the existingnominal value of the equity shares of the Company from the present ` 5/- each paid-up per equity share into equityshares of ` 2/-eachfullypaid-up.Stocksplitwouldservethepurpose of raising liquidity of the shares without increasing the Company’s equity servicing burden (as overall equity capital remains the same).Shareholders attention is also invited to the fact that in view of the foregoing, the existing Capital ClauseV of the Memorandum of Association and Article 2 of the Articles of Association of the Company also need relevant amendment togiveeffecttothesub-divisionofequityshares.None of the Directors of the Company is interested in the resolution,excepttotheextentoftheirshareholdingandtheshareholding of their relatives, if any, in the Company.Your Directors recommend the resolution for your approval.Item No. 14Cost AuditorThe Company is required to have its costs records audited by a Cost Accountant in practice. Accordingly, the Board of Directors at their meeting held on 29th January 2019, have appointed M/s. V J Talati & Co., Cost Accountants, as Cost Auditor for conducting the audit of the cost records ofthe Company, for the financial year 2018-19 and 2019-20 on aremuneration of ` 50,000/-foreachfinancialyearplustaxesas applicable and re-imbursement of expenses incurred bythem in connection with the audit.Pursuant to Section 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company are required to ratify the remuneration proposed to be paid to the Cost Auditor.

Accordingly, consent of the Members is sought for passing the Ordinary Resolution as set out at Item No. 14 of the Notice for ratificationoftheremunerationpayabletotheCostAuditors.

None of the Directors, Key Management Personnel of the Company and their relatives, are in any way concerned or interested,financiallyorotherwise,intheResolution

The Board of Directors recommends the Ordinary Resolution set out at Item No. 14 of the accompany ing Notice for approval by the Members.

Item No. 15:

Company’s Chairman, Mr Atul Choksey, though not an ExecutiveChairman ispresentlydevotingsizeable timeandenergy for the Company:

1. in the formulation and implementation of strategy for operating Company’s business,

2. in devising ways and means of controlling costs and overheads of the Company and

3. in streamlining and / or improving the works and production processes for improving quality of the Company’s products, their Costs and productivity of men and machines.

4. In Mergers and Acquisition, new product development and for updating the Company’s technology compared to the latest technology used by global players in the market.

AsNon-ExecutiveChairman,MrAtulChokseydoesnotdrawany remuneration from theCompany except sitting fees forattending the meeting of the Board of Directors of the company and the Commission as approved by the Board of Directors of the Company out of 1% Commission as computed under Section 198 of the Companies Act 2013, which is available to Non-ExecutiveDirectorsoftheCompany..

As services of Mr Atul Choksey are very valuable for the Company, theBoardofDirectorsdeemitfitandproper thathe be allowed

Reimbursementofallmedicalexpensesincurredbyhimandhis spouse in India and / or aboard, for medical treatment, suchmedicalexpensestoinclude:

l Full hospitalisation and post hospitalisation expensesincurred over and above reimbursement that he may receive against a Mediclaim Policy taken from an Insurance Company operating in India and/ or abroad.

l Expensesincurredonmedicines,instrumentsofmedicalsupport etc., incurred at home or in hospital.

l Expenses incurred by him and his spouse for travelabroad for medical treatment.

Expenses incurred for travelling, boarding and lodgingincluding for spouse and attendant(s) during the business tours, provision of chauffer driven car(s) for use on Company’s businessandcommunicationexpensesatresidenceshallbereimbursed at actuals.


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Item No. 16Pursuant to theprovisionsofclause (c)ofsub-section(1)ofSection 180 of the Companies Act, 2013, the Board of Directors cannotborrowmorethantheaggregateamountofthepaid-upsharecapitalandfreereservesoftheCompany,exceptwiththe consent of the shareholders of the Company. With a view to augment the funds required by the Company, the Board of Directors deems it advisable to raise long term financeby borrowing, whenever necessary. To obviate the need for the Company to obtain permission of shareholders every time before such transaction(s) take place, it is proposed to obtain a general sanction from the Shareholders by a Special Resolution.None of the Directors is concerned or interested in the resolution under this item of the Notice.Item No 17:The members of the Company have at the AGM held on 17th August 2017, accorded their approval for payment of commissiononprofits to theNon-ExecutiveDirectorsof theCompanyataratenotexceeding1%ofthenetprofitsoftheCompany in each financial year (computed in the mannerprovided in Sections 197 and 198 of the Companies Act, 2013). With the recent change in regulatory landscape, the involvementandparticipationoftheNon-ExecutiveDirectorshasenhancedtoalargeextent.TheNon-ExecutiveDirectorsof the Company bring with them significant professionalexpertise and rich experience across a wide spectrum offunctional areas such as marketing, legal, corporate strategy andfinance. Inorder tobring the remunerationof theNon-ExecutiveDirectors in lineandcommensuratewith the timedevoted and the contribution made by them, the Board of Directors of the Company (‘the Board’) at the meeting held on 25th April 2019 have recommended for the approval of the members, payment of remuneration by way of commission to theNon-ExecutiveDirectorsoftheCompany,assetoutintheResolution.

Accordingly, it is proposed that in terms of section 197 of the Act, the Directors (apart from the Managing Director and Whole time Directors) be paid such remuneration/commission as recommended by the Nomination and Remuneration Committee and approved by the Board for each financialyear, not exceeding3%perannumof thenet profitsof theCompany computed in accordance with Section 198 of the Act. This remuneration will be distributed amongst all or some of the Directors in accordance with the directions given by the Board.The Board recommends the Special Resolution as set out in Item No.17 of the Notice for approval of the Members.All the Non-Executive Directors and their relatives areconcerned or interested in the Resolution at Item No. 17 set outintheNoticetotheextentoftheremunerationthatmaybereceived by each of them.

BY ORDER OF THE BOARDFor apcotex industries limited

ANAND V. KUMASHI Company Secretary

Date: 25th April 2019

Registered Office:49-53,MahavirCentre,Sector 17, Vashi,NaviMumbai-400703

Route Map


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Annexure to Notice

Details of Directors seeking appointment/re-appointment at the forthcoming AGM in pursuance of Regulation 36 of SEBI (LODR) Regulations 2015

Name of the Director Mr. Atul Choksey Mr Udayan Choksi Mr. Abhiraj Choksey Mr. Y B GadgilDirector IdentificationNumber (DIN)

00002102 02222020 00002120 07353169

Date of Birth 17/10/1951 14/01/1976 05/08/1977 20/05/1958Nationality Indian Indian Indian IndianDate of Appointment on Board

23/01/1991 27/07/2018 26/11/2002 06/02/2016

Qualification Chemical Engineer Chartered Accountant & LLB

Bachelor of Science in Economics & Engineering.

Chemical Engineer

Shares held 31,10,700 - 27,10,287 2600Experience/Expertise Mr. Atul Choksey

has more than three decades of experiencein managing the affairs of the Company.He worked with AsianPaints Ltd in various capacities viz. whole-time director and as Managing Director from 1984 to 1997.

Mr Udayan Choksi is currently the Director of C.C. Choksi Advisors Private Ltd, Miramac Properties Private Ltd and CCC Will effect Private Ltd.He is the Managing PartnerofVoxLaw,andleads the indirect taxand customs service linesofthefirm.Hehasbeen working in taxesfor nearly 20 years at Big 4 accounting firmsandprominentlawfirms,serving multinational corporations and India’s largest businesses. Shri Udayan Choksi area of focus is tax optimisedsupply chains, and taxlitigation.

Mr. Abhiraj Choksey has several years of experience in the fieldoffinance, systemengineering, strategyf o r m u l a t i o n , administration etc, and also as a Management Consultant, having worked in aconsulting firm in USA and in asoftware Company in our Country.

Mr. Y B Gadgil Worked at Union Carbide, Chembur, Mumbai Plant during 1980 – 81 in “Production Function – Chemicals Division and thereafter with ApcotexIndustries Ltd (Division of Asian Paints Ltd) since 1981. Currently,he is the ExecutiveDirector–Operat ions andin-charge ofproduction, engineering, projects,supply Chain (till 2015), stores, IR and general Factory administration.

Remuneration last drawn

- - 101.70 Lacs 41.71 Lacs

R e m u n e r a t i o n proposed to be paid

- - 114.00 Lacs 48.80 Lacs

List of Directorship held in other listed Companies

• Ceat Ltd - - -

Membership / Chairmanships of Audit and Stakeholders’ R e l a t i o n s h i p Committees across Public Companies

-/- 2/- 1/- -


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Relationship with other Board Members.

Related to Mr. Amit Choksey and Mr. Abhiraj Choksey

Not related to any Board Member or KMP

Related to Mr. Atul Choksey and Mr. Amit Choksey


Name of the Director Dr. S. Sivaram Mr. Kamlesh Vikamsey Mr. Shailesh VaidyaDIN 00009900 00059620 00002273Date of Birth 04/11/1946 06/12/1960 03/11/1957Nationality Indian Indian IndianDate of Appointment on Board 31/07/2014 31/07/2014 31/07/2014Qualification M.Sc, PHD & Research

Associate.Chartered Accountant LLB, Solicitor

Experience/Expertise Dr. S. Sivaramwas working with National Chemical Laboratory (NCL) as its Director andhas over 30 years of experience in researchonpolymer synthesis, high performancepolymers and surface chemistry of polymers.He has been conferred PADMA SHRI by President of India (2006).He is a director on the Board of Directors of the Public Ltd Companies.

Mr. Kamlesh Vikamseyis the Senior Partner of Khimji Kunverji & Co., Chartered Accountants,Mumbai.He was elected to the Central Council of ICAI in 1998 and remained as Central Council Member till 2007. He was Vice President of ICAI in 2004 and President in 2005.He is a director on the Board of Directors of the Public Ltd Companies.

Mr. Shailesh Vaidyais a law graduate and became Solicitor in the year 1983 and has been practicing as Advocate and Solicitor.He became partner of M/s. Kanga & Company, afirm ofSolicitors, during 1983. He hasexpertiseinvariousLaws,regulations related to real estate and corporate matters. He is also associated with the Government Law College of Mumbai University and serves on the Board of Directors of various reputed companies as an independent director.

Shares held - - -List of Directorship held in other listed Companies

• Asian Paints Ltd• Supreme Petrochem Ltd• Deepak Nitrite Ltd• GMM Pfaudler Ltd

• Navneet Education Ltd• Tribhovandas BhimjiZa-

veri Ltd• GIC Housing Finance

Ltd• PTC India Financial Ser-

vices Ltd• Man Infraconstruction

Ltd

• Siyaram Silk Mills Ltd• ExcelIndustriesLtd

Membership / Chairmanships of Audit & Stakeholders’ Relationship Committees across Public Companies

-/2 2/4 -/1

Relationship with other Board Members.





apcotex

(` in

Lakh

)PE

RFOR

MANC

E SUM

MARY

2018

-1920

17-18

2016

-17 #

2015

-16 #*

*20

14-15

2013

-14*

2012

-1320

11-12

2010

-1120

09-10

Reve

nues

Gros

s Sale

s62

307.6

3 53

,635.8

2 42

,951.3

8 29

,772.3

7 39

,114.4

6 33

,035.4

3 30

,262.4

7 27

,789.7

6 21

,941.1

0 15

,681.9

6

Net S

ales

6230

7.63

52,42

8.96

38,65

4.81

26,70

0.26

35,33

6.86

29,53

7.81

27,21

2.63

25,38

4.72

19,96

7.31

14,30

7.57

Othe

r Inc

ome

1028

.02 90

2.39

3,13

8.12

870.1

0 72

8.77

408.8

7 48

.06 26

2.46

358.7

9 96

.80

Cost

Mater

ial C

onsu

med

4430

0.95

36,05

8.19

26,92

2.05

17,55

2.65

25,02

0.39

22,66

3.67

20,62

8.13

19,32

7.65

15,06

9.78

10,22

9.49

Emplo

yee's

Rem

unerationan

dBenefits

3829

.22 3,

383.4

2 2,

916.3

8 1,

521.6

3 1,

410.2

6 1,

158.8

2 1,

078.1

1 1,

008.5

1 77

7.48

636.6

0

OtherE

xpenses(Inc

lFina

nceC

ost)

7859

.21 7,

097.9

5 6,

401.7

2 3,

911.6

8 5,

254.4

2 3,

782.2

5 3,

439.0

0 3,

401.1

6 2,

707.2

6 2,

082.0

7

GrossP

rofit

7,34

6.27

6,79

1.79

5,55

2.78

4,58

4.40

4,38

0.57

2,34

1.94

2,11

5.45

1,90

9.86

1,77

1.58

1,45

6.21

Depr

eciat

ion11

79.26

1,21

4.24

1,21

0.03

894.4

3 89

7.71

676.8

1 31

1.30

278.6

4 26

4.76

198.9

5

Earn

ing B

efore

Intere

st, Ta

x, De

prec

iation

and A

morti

zatio

n (E

BITD

A)

7,52

6.57

6,94

8.77

5,84

0.39

4,82

6.41

4,70

4.83

2,75

6.43

2,35

0.26

2,27

5.91

1,98

0.55

1,50

4.68

Profitbefo

retax

6167

.0155

77.55

4342

.75 3,

689.9

6 3,

482.8

5 1,

665.1

2 1,

804.1

6 1,

631.2

0 1,

506.8

2 1,

257.2

6

Profitaftertax

4660

.4838

63.64

3498

.52 2,

814.3

1 2,

468.0

6 1,

314.3

2 1,

280.5

3 1,

146.3

8 1,

072.3

6 83

2.79

Earn

ing Pe

r Sha

res22

.4718

.6316

.87 13

.57 23

.80 12

.68 24

.70 22

.11 20

.68 15

.26Ca

pital

Acco

unts

Shar

e Cap

ital

1,03

6.90

1,03

6.90

1,04

0.80

1,04

0.80

522.3

5 52

2.35

522.3

5 52

2.35

522.3

5 52

2.35

Rese

rves a

nd S

urplu

s26

738.2

923

601.8

2125

1.04

26,12

5.70

9,45

2.95

8,00

5.18

7,29

7.44

6,45

5.32

5,89

7.07

5,24

7.88

Net W

orth

27,77

5.19

24,63

8.70

22,29

1.84

27,16

6.50

9,97

5.30

8,52

7.53

7,81

9.79

6,97

7.67

6,41

9.42

5,77

0.23

NetB

locko

fFixe

dAssets

7641

.7378

52.96

8778

.68 8,

985.2

7 6,

325.2

6 6,

779.1

6 6,

498.9

1 3,

178.3

6 2,

887.3

7 2,

837.6

4

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5


apcotex

notes

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